Victorian Public Sector Annexure Part B Special Conditions of Contract for Use in Association

Victorian Public Sector – Annexure Part B Special Conditions of Contract for use in association with Australian Standard General conditions of contract for design and construct AS 4300 - 1995

Revision: Date: Clause reference: Details: Endorsed by: October DRAFT Special Conditions for information N/A 2011 and consideration by departments and public bodies at their own discretion. December 19 December 36, 42.3A and 47 Correct anomalies and harmonise with the DPCD 2011 2011 AS2124, as suggested by Minter Ellison July 2012 12 July 2012 New Clause 55 New clause to comply with the requirements DPCD Victorian Code of the Victorian Implementation Guidelines and Victorian to the Victorian Code of Practice for the Guidelines Building and Construction Industry July 2012 25 July 2012 Throughout DPCD  Replaced the words clause, subclause and sub-clause with the word ’Clause’.  Deleted the names of the AS 4300 General Conditions Clauses retaining only the Clause number Clauses 49 Adding the words “to the General DPCD onwards Conditions” to the opening instruction relating to new Clauses New Clause 55 New clause to comply with the requirements CCAP Victorian Code of the Victorian Implementation Guidelines and Victorian to the Victorian Code of Practice for the Guidelines Building and Construction Industry February August 2012 Responsibility for administration of PDCM Minister 2013 Act moved from DPCD to DTF February February 2015 Replacement Removal of clause following abolition of the 2015 Clause 55 Victorian Code of Practice for the Building Victorian Code and Construction Industry and Victorian Replacement with clause for the Guidelines with Commonwealth Building Code 2013 and Commonwealth Supporting Guidelines Building Code clause September 26 September Throughout Update AS4300 Special Conditions as DTF

VPS Annexure Part B – AS4300-1995 Revised September 2017 Page 1 of 96 Revision: Date: Clause reference: Details: Endorsed by: 2017 2017 suggested by Minter Ellison

ME_132083334_21 Introduction

These Special Conditions of contract replace Part B of the Annexure to the General conditions of contract for design and construct (AS 4300 – 1995).

The copyright in these completed Special Conditions is owned by the State of Victoria (Department of Treasury and Finance).

To make use of these Special Conditions users must lawfully obtain a copy of AS 4300 – 1995, the copyright in which is owned by Standards Australia Limited and subject to terms of use prescribed by Standards Australia Limited (or its authorised distributor(s)).

The General conditions of contract for design and construct AS 4300 – 1995 can be purchased from SAI Global or Standards Australia Limited. The SAI Global website address is http://www.saiglobal.com and that of Standards Australia Limited is http://www.standards.org.au/.

VPS Annexure Part B – AS4300-1995 Revised September 2017 Page 3 of 96 You are free to re-use these Special Conditions under a Creative Commons Attribution 4.0 licence, provided you credit the State of Victoria (Department of Treasury and Finance) as author, indicate if changes were made and comply with the other licence terms. The licence does not apply to any branding, including Government logos.

Copyright queries may be directed to [email protected]

ME_132083334_21 Victorian Government Special Conditions of Contract for use in association with Australian Standard AS 4300 - 1995.

ANNEXURE to the Australian Standard General conditions of contract for design PART B and construct (AS4300-1995)

Table 1 below identifies Clauses which have been deleted, have been amended and differ from, or have been added to, the Australian Standard AS 4300-1995.

1. Clauses which have been deleted from the General Conditions in AS 4300- 1995: 46.2. 2. The following clauses have been amended and differ from the corresponding clauses in AS 4300-1995: 2; 5.3; 5.4; 5.6; 5.8; 5.10; 6.1; 7; 8.1; 8.6; 9.1; 9.2; 13.1; 13.2; 14.1; 16.1; 16.3; 18; 19; 21; 22.3; 22.6; 23; 29.1; 30.6; 31.8; 33.2; 35.3 35.5; 35.7; 36; 40.1; 42.1; 42.4; 42.5; 42.6; 42.7; 43; 44.2, 44.10; 44.11; 45; 46.1; 46.4; 46.5; 47.2; 47.3. 3. The following clauses have been added to those of AS 4300-1995:

6.3; 7A; 13.3; 13.4; 14A; 29.4; 35.2A; 35.6A; 42.1A; 42.3A; 42.3B; 47.2A; 49; 50; 51; 52; 53; 54; 55; 56; 57. 4. The amendments to the following clauses apply unless struck out by the Principal (Principals should not strike out the amendments unless the issues addressed by the amendments have been covered in the specification): 8.1; 14; 15.

Table 1: Victorian Public Sector changes to AS 4300 – 1995

VPS Annexure Part B – AS4300-1995 Revised September 2017 Page 5 of 96 The provisions of the document described as “General conditions of contract for design and construct (AS 4300-1995)” which form part of the Contract between the parties are amended, added to, and varied in the following respects:

Clause 2 Definitions

Clause 2 is amended as follows:

. The existing definition of 'Certificate of Practical Completion' is deleted and replaced with the following new definition: 'Certificate of Practical Completion' means the certificate referred to in Clause 42.3 in the form of Annexure Part I;

. The existing definition of 'Contract' is deleted and replaced with the following new definition: 'Contract' means the agreement between the Principal and the Contractor, which is constituted by this document together with the other Contract Documents.

. The existing definition of 'Date of Acceptance of Tender' is deleted and replaced with the following new definition: 'Date of Acceptance of Tender' means the earlier of: (a) the date of execution of the Formal Instrument of Agreement by the last of the parties to execute that document; or (b) the date which appears on the notice in writing of acceptance of the tender (if any);

. The existing definition of 'direction' is deleted and replaced with the following new definition: 'direction' means an instruction by the Superintendent or the Principal: (a) described as a direction; or (b) having regard to the nature of the communication from the Superintendent or the Principal, is properly characterised as a communication that the Contractor must comply with.

. The existing definition of 'Final Certificate' is deleted and replaced with the following new definition. 'Final Payment Schedule' means a payment schedule issued by the Superintendent to the Principal and to the Contractor pursuant to Clause 42.6.

. The existing definition of 'Practical Completion' is amended by:

ME_132083334_21 . deleting the word "and" at the end of subparagraph (b) and replacing it at the end of subparagraph (c);

. inserting new subparagraph (d) as follows: (d) without limiting subparagraph (c), the Contractor has supplied to the Principal: (i) the originals of all operating and maintenance manuals for all plant and equipment forming part of the Works; and (ii) all notices, permits, approvals and certificates required to be obtained from relevant authorities.

. The existing definition of 'provisional sum' is deleted and replaced with the following new definition: 'provisional sum' means an amount described as such (or an amount described as an allowance or an estimate or a prime cost amount) in Annexure Part A or elsewhere in the Contract Documents.

. The existing definition of 'Site' is deleted and replaced with the following new definition: 'Site' means the area identified as such in the Annexure Part A.

. The existing definition of 'Works' is amended by inserting the following words after the words "including variations provided for by the Contract": (together with any minor or incidental work which, in the opinion of the Superintendent, is reasonably and obviously necessary for the completion of the work under the Contract or which is reasonably capable of inference from the Contract Documents)

. The following new definitions are added to Clause 2: 'Administrative Completion' means the satisfaction of the requirements described as such in Annexure Part A; 'Business Day' means a day that is not a Saturday, Sunday, Statutory or Public Holiday; 'Certificate of Administrative Completion' means a certificate issued by the Superintendent pursuant to clause 42.3B; 'Conditional Certificate of Practical Completion' means a certificate issued in circumstances where Practical Completion has not been reached in the form of Annexure Part J; 'Contract Documents' means the documents described as such in Annexure Part A; 'Date for Administrative Completion' means:

VPS Annexure Part B – AS4300-1995 Revised September 2017 Page 7 of 96 (a) where Annexure Part A provides a date for Administrative Completion, the date; or (b) where Annexure Part A provides a period of time for Administrative Completion, the last day of the period, but if any extension of time for Administrative Completion is directed by the Superintendent or allowed in any arbitration or litigation, it means the date resulting therefrom; 'Date of Administrative Completion' means: (a) the date evidenced in a Certificate of Administrative Completion issued by the Superintendent as the date upon which Administrative Completion was achieved; or (b) where another date is determined in any arbitration or litigation as the date upon which Administrative Completion was achieved, that other date; 'Formal Instrument of Agreement' means the document in the form of Annexure Part H; 'Intellectual Property Right' means any patent, registered design, trademark or name, copyright or other protected right; 'OHS Law' means the Occupational Health & Safety Act 2004 (Vic), the Occupational Health and Safety Regulations 2007 (Vic) and all other applicable occupational health and safety legislation, regulations, rules, Codes of Practice and Australian Standards as amended from time to time; 'payment claim' means the claim referred to in Clause 42.1 in the form of Annexure Part K; 'Principal's Policies and Procedures' means all policies and procedures issued by the Principal from time to time in relation to the work under the Contract of the type being performed under this Contract or the conduct of a person such as the Contractor in carrying out such work, and any policies and procedures identified in Annexure Part A; 'State Entity' means the Crown in the right of Victoria, Ministers of the Crown and a public body (as that term is defined under the Financial Management Act 1994 (Vic)); 'Statutory or Public Holiday' means a day that is wholly or partly observed as a public holiday throughout Victoria; ‘variation’ means any of those actions which the Superintendent is able to direct the Contractor to do by reason of Clause 40.1 (a) - (e).

ME_132083334_21 Clause 5 Security, Retention Moneys and Performance Undertakings

Clause 5.3 is amended by deleting the first paragraph and replacing it with the following: The security shall be in the form set out in Annexure Part A, or other form approved by the party having the benefit of the security.

Clause 5.4 is deleted and replaced with the following Clause 5.4: Security shall be lodged prior to the earlier of: (a) 28 days after the Date of Acceptance of Tender; or (b) the commencement of the Works on Site by the Contractor. If the Contractor does not lodge security in accordance with this Clause, the Principal may, notwithstanding Clause 42.1, withhold payment of moneys otherwise due to the Contractor until the Contractor lodges the security.

Clause 5.6 is amended by:

deleting paragraph (a) and replacing it with the following new Clause 5.6(a) (a) the party has become entitled to exercise a right under the Contract in respect of the retention moneys and/or security or there is a debt due under the Contract to the party from the other party.

. adding the following paragraph to the end of the Clause: A party is not entitled to commence any proceeding, seeking relief by way of injunction or any other relief, which has as its objective the obtaining of an order preventing the other party from having recourse to retention moneys and/or security even though the party contemplating the commencement of proceedings may assert that there is no right to have recourse to retention moneys and/or security.

. deleting the first paragraph and replacing it with the following: At the times identified in Annexure Part A, the Principal’s entitlement to security and retention moneys shall be reduced to the percentage thereof stated in Annexure Part A or, if no percentage is stated, to 50 percent thereof.

. replacing the words "Practical Completion" in the third paragraph with the words "the time identified in Annexure Part A"; and

VPS Annexure Part B – AS4300-1995 Revised September 2017 Page 9 of 96 . inserting the following after the existing paragraph 4 (that is the paragraph beginning with the words “The Principal shall release security…”): Notwithstanding anything in this Contract, if the Superintendent determines that the Contractor is required to provide replacement security under Clause 42.3A following the issue of a Conditional Certificate of Practical Completion the Principal is not obliged to release any security until the Contractor has provided replacement security in the amount of security certified by the Superintendent as required under Clause 42.3A. The Principal shall release the replacement security provided under Clause 42.3A within 14 days of being obliged to do so under Clause 42.3A.

Clause 5.10 is deleted and replaced with the following: The Principal does not hold any retention moneys on trust. The Principal is permitted to hold any retention money as part of its general unallocated cash reserves or in any similar manner. The Principal shall own any interest earned on retention moneys.

Clause 6 Evidence of Contract

The heading is amended to read "Evidence of Contract and Tender".

Clause 6.1 is deleted and replaced with the following: Unless a Formal Instrument of Agreement is executed by the parties, the Contract Documents shall constitute the Contract.

A new Clause 6.3 is inserted as follows:

6.3 Contractor's Tender (a) The Contractor warrants that all representations made in the Contractor's tender, including the tender schedules, are true. (b) Unless agreed in writing by the Superintendent (such agreement not to be unreasonably withheld) or otherwise specified in the Principal's Project Requirements the Contractor must: (i) deploy the methodology described in the Contractor's tender; and (ii) deploy the personnel and resources described in the Contractor's tender.

ME_132083334_21 Clause 7 Service of Notices

Clause 7 is amended by inserting a new paragraph after the second paragraph: (a) A notice under this Contract must be: (i) in writing, in English, by a person duly authorised by the sender; and (ii) hand delivered, sent by pre-paid post, or if Annexure Part A provides that notices may be sent electronically, to the electronic address specified in Annexure Part A, or where notice in writing of a new address or electronic mail address has been given by one party to the other, then to any such new address. (b) A notice given in accordance with Clause 7(a) takes effect when taken to be received (or at such later time specified in the notice). Subject to Clause 7(c), a notice is taken to be received: (i) if delivered by hand, on the date it is delivered to the addressee; (ii) if sent by pre-paid post, on the sixth Business Day after the date of posting; (iii) if sent by electronic mail, when an acknowledgement that the mail has been successfully transmitted to the intended recipient is recorded on the sender's computer, but if the delivery receipt or transmission is not on a Business Day or is after 6.00pm on a Business Day, the notice is taken to be received at 8.00am the next Business Day. (c) Without limiting anything else in this Clause, if the notice is a notice given under Clause 12.2, Clause 14.1, Clause 22.4, Clause 33.1, Clause 35.5, Clause 40.2, Clause 42, Clause 44.7, Clause 46 or Clause 47, and Annexure Part A provides that notices may be sent electronically, such notice must also be delivered by hand or post in addition to being delivered electronically and will be deemed to be received on the later of the relevant time periods set out in Clause 7(b).

A new Clause 7A is inserted as follows:

7A Communications The parties agree to the following communication protocols: (a) all communication must be made as provided for in the Contract; (b) the communication must be in writing (or confirmed in writing as soon as practicable after the communication); (c) the Superintendent must be copied into all communication under the Contract;

VPS Annexure Part B – AS4300-1995 Revised September 2017 Page 11 of 96 (d) if the Contractor has provided a communication in accordance with this Contract and the Superintendent or the Principal has not responded to the Contractor's communication, the Contractor may provide the Superintendent or the Principal with a secondary communication which includes a proposed period for response; and (e) neither the Principal nor the Superintendent is required to respond to any communication provided by the Contractor before the time that the Principal or Superintendent could have reasonably anticipated that a response was required. Nothing in this Clause 7A is intended to restrict or detract from the requirements under this Contract including the provision relating to notices in Clause 7.

Clause 8 Contract Documents

Clause 8.1 is amended by deleting the first sentence in paragraph 1 and replacing it with the following sentence: The Contract Documents are to be interpreted in the order of precedence as set out in Annexure Part A.

Clause 8.6 is amended by replacing the words "Final Certificate" with "Final Payment Schedule".

Clause 9 Assignment and Subcontracting

Clause 9.1 is deleted and replaced with the following: The Contractor shall not, without the prior written approval of the Principal and except on such reasonable terms and conditions as are determined in writing by the Principal, assign the Contract or any payment or any other right, benefit or interest under the Contract. The Principal may, without the consent of the Contractor, novate or assign the Contract or any payment or any other right, benefit or interest under the Contract to a State Entity. On any such assignment or novation the Contractor shall provide to the Principal all necessary assistance and do and execute all things as are deemed necessary or desirable by the Principal to effect such assignment or novation, including executing a deed of novation satisfactory to the Principal.

Clause 9.2 is deleted and replaced with the following new Clause 9.2: For the purposes of this Clause 9.2: "Secondary Subcontract" means a subcontract between the Subcontractor and a subcontractor to the Subcontractor (in this Clause

ME_132083334_21 called the "Secondary Subcontractor"). "Subcontract" means a contract between the Contractor and a third party whereby the third party (in this Clause called the "Subcontractor") agrees to perform work comprising part of the work under the Contract; and "Subcontracting Commercial Principles" means the following principles: (a) Subcontract conditions, as far as practicable, allocate risks to the party best able to manage the risk; (b) Subcontract conditions must: (i) be compatible with the conditions of this Contract; (ii) not include ‘pay when paid’ or ‘pay if paid’ provisions; (iii) in respect of the payment provisions: (A) be consistent with and support the Subcontractor's ability to enjoy the benefits provided under the Building and Construction Industry Security of Payment Act 2002 (Vic); and (B) in respect of the agreed timing thereunder, shall not subsequently be amended; (c) the Subcontract complies with the unfair contract terms law as set out under the Australian Consumer Law; (d) the Subcontract provides for fair entitlement to payment and prompt payment; (e) the Subcontract provides for alternative dispute resolution; (f) the Subcontract does not contain time bar provisions or provisions restraining the rights of the Subcontractor which are not necessary or convenient having regard to the provisions of this Contract; and (g) the Subcontract must impose obligations on both the Contractor and the Subcontractor to comply with the Principal's Policies and Procedures the subject of this Contract; and (h) where not addressed by any of the above principles, subcontract conditions and obligations shall, to the extent practicable, be substantially the same as the conditions and obligations set out in this Contract. Where the subcontract sum for the particular work is greater than $50,000.00, the Contractor must ensure that the terms of the Subcontract are consistent with the Subcontracting Commercial Principles and do not contain any provisions which are contrary to the Subcontracting Commercial Principles other than those necessary to reflect the terms of this Contract. The Contractor shall not without the written approval of the Superintendent, which approval shall not be unreasonably withheld, subcontract or allow a Subcontractor to assign or enter into a Secondary Subcontract for any of

VPS Annexure Part B – AS4300-1995 Revised September 2017 Page 13 of 96 the work under the Contract where the amount payable under that contract exceeds the amount set out in Annexure Part A. With a request for approval, the Contractor shall provide to the Superintendent: (a) particulars in writing of the work to be subcontracted and the name and the address of the proposed Subcontractor or Secondary Subcontractor (as relevant); (b) written confirmation, where the proposed subcontract sum for the particular work is greater than $50,000.00, that the proposed Subcontract or Secondary Subcontract conditions (as relevant) are consistent with the Subcontracting Commercial Principles and do not contain any provisions which are contrary to the Subcontracting Commercial Principles other than those necessary to reflect the terms of this Contract; (c) a written warranty, the breach of which shall be deemed to be a substantial breach of contract for the purposes of Clause 44.2, that the Subcontract or the Secondary Subcontract (as relevant) will be entered into in accordance with the requirements of this Clause 9.2; and (d) any other information which the Superintendent reasonably requests, including the proposed Subcontract or Secondary Subcontract documents (as relevant) without prices. Within 14 days after a request by the Contractor for approval, the Superintendent shall advise the Contractor of approval or the reasons why approval is not given. Approval may be conditional on the Subcontract or the Secondary Subcontract (as relevant) including: (i) provision that the Subcontractor or Secondary Subcontractor (as relevant) shall not assign or enter into a further subcontract for any of the work under the Subcontract or Secondary Subcontract (as relevant) without the consent in writing of the Contractor; (ii) provisions which may be reasonably necessary to enable the Contractor to fulfil the Contractor's obligations to the Principal; (iii) provision that if the Contract is terminated and upon the Subcontractor being paid the sum certified by the Superintendent as owing to the Subcontractor, the Contractor and the Subcontractor shall, after the Principal has done so, promptly execute a deed of novation in the form of Annexure Part D. For the purposes of effecting such novation only, the Contractor hereby irrevocably appoints the Superintendent to be the Contractor’s attorney with authority to execute such documents as are necessary to give effect to the novation and to bind the Contractor accordingly; and

ME_132083334_21 (iv) where the subcontractor is a Consultant, provision that the subcontractor shall effect and maintain professional indemnity insurance on the same terms as are required of the Contractor under Clause 21.

Clause 13 Patents, Copyright and Other Intellectual Property Rights

Clause 13.1 is amended by deleting the words "patent, copyright, registered design, trademark or name, or other protected right" each time they appear and replacing them with "Intellectual Property Rights".

Alternative 1 in Clause 13.2 is deleted and replaced with the following: The Contractor grants to the Principal an irrevocable, non-exclusive, perpetual, transferrable, royalty-free licence to use any documents or materials provided by the Contractor for the work under the Contract, including Design Documents, which shall include the right for the Principal to sub-licence such rights to a third party and any necessary Intellectual Property Rights. Such licence shall also include any subsequent repairs to, maintenance or servicing of (including the supply of replacement parts), or additions or alterations to, the Works.

Alternative 2 in Clause 13.2 is amended by:

. inserting the words "any documents or materials provided by the Contractor, including" before the words "the Design Documents";

. inserting the words "with the right to sub-license to its subcontractors" after the words "an irrevocable licence"; and

. inserting a new final paragraph as follows: If the Contractor, having used all reasonable endeavours, is unable to comply with this Clause 13.2 in relation to any documents or materials provided by a subcontractor or consultant of the Contractor, the Contractor grants to the Principal an irrevocable, non-exclusive, perpetual, transferrable, royalty-free licence to use the relevant documents or materials. Such licence shall also include any subsequent repairs to, maintenance or servicing of (including the supply of replacement parts), or additions or alterations to, the Works.

13.3 Background IP (a) In this Clause 13.3, "Background IP" means any Intellectual

VPS Annexure Part B – AS4300-1995 Revised September 2017 Page 15 of 96 Property Rights developed by a party independent of this Contract or prior to the date of this Contract that is used for the work under the Contract. (b) Each party retains ownership of Intellectual Property Rights in any Background IP. (c) The Contractor grants to the Principal an irrevocable, non- exclusive, perpetual, transferrable, royalty-free licence to use the Contractor's Background IP for the work under the Contract and to obtain the benefit of the Works. Such licence shall also include any subsequent repairs to, maintenance or servicing of (including the supply of replacement parts), or additions or alterations to, the Works. (d) The Principal grants the Contractor a non-exclusive licence to use the Principal's Background IP to the extent necessary for the Contractor to perform the work under the Contract.

13.4 Moral Rights The Contractor undertakes that it has obtained or will obtain valid consent from all relevant authors in the creation of any documents or materials provided by the Contractor for the work under the Contract, including the Design Documents, so that the use by the Principal or its assignees of such material will not infringe any Intellectual Property Rights or any author's moral rights under the Copyright Act 1968 (Cth).

Clause 14 Legislative Requirements

The heading is amended to read "Legislative Requirements and Principal's Policies and Procedures".

Clause 14.1 is amended by deleting the first paragraph and replacing it as follows: The Contractor must: (a) comply with all Legislative Requirements in relation to or in connection with the carrying out of the work under the Contract and the performance of its obligations under the Contract except: (i) the required consents, permits and approvals which are specified in Annexure Part A; or (ii) those which the Superintendent directs are to be satisfied by or on behalf of the Principal; (b) comply with all Principal's Policies and Procedures in relation to or in connection with the carrying out of the work under the Contract

ME_132083334_21 and the performance of its obligations under the Contract; (c) comply with all conditions and requirements in relation to any consents, permits and approvals relevant to the work under the Contract (whether or not the Contractor was required to obtain such consents, permits and approvals); (d) undertake the work under the Contract and perform its obligations under the Contract in a manner which will not place the Principal in breach of any Legislative Requirement and which will support compliance by the Principal with all relevant Legislative Requirements; and (e) when requested by the Principal, provide evidence, satisfactory to the Principal, of the Contractor’s compliance with this Clause and evidence that the Contractor has systems and protocols in place to support compliance with this Clause.

A new Clause 14A is inserted as follows:

14A GST

14A.1 Definition and interpretation (a) Words or expressions used in this Clause 14A which are defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) ('GST Act') have the same meaning in this Clause. (b) In addition to the definition of 'GST' in the GST Act, any reference to 'GST' also includes any voluntary or notional GST equivalent payments a party is obliged to make under or in relation to the National Tax Reform (Consequential Provisions) Act 2000 (Vic) or any successor legislation or equivalent legislation in another state ('NTR Act'). (c) 'Recipient' means the party acquiring the relevant supply. (d) 'Supplier' means the party making the relevant supply.

14A.2 GST Gross-up If the Supplier makes a supply under or in connection with this Contract on which GST is imposed, in whole or in part (not being a supply the consideration for which is specifically described in this Contract as inclusive of GST) then: (a) the consideration payable or to be provided for that supply under this Contract but for the application of this Clause ('GST exclusive consideration') is increased by, and the Recipient of the supply must also pay to the Supplier, an amount equal to the GST payable on the supply ('GST Amount'); and (b) the GST Amount must be paid to the Supplier by the Recipient

VPS Annexure Part B – AS4300-1995 Revised September 2017 Page 17 of 96 without set off, deduction or requirement for demand, at the same time as the GST exclusive consideration is payable or to be provided, subject to the Supplier giving the Recipient a tax invoice in respect of that taxable supply.

14A.3 Payments and Reimbursements (a) If a payment to a party under this Contract is a reimbursement or indemnification, calculated by reference to a loss, cost or expense incurred by that party, then the payment will be reduced by the amount of any input tax credit to which that party, or the representative member of a GST group of which that party is a member, is entitled for that loss, cost or expense. (b) If a payment is calculated by reference to, or as a specified percentage of, another amount or revenue stream, that payment shall be calculated by reference to, or as a specified percentage of, the amount or revenue stream exclusive of GST.

14A.4 Adjustments If an adjustment event arises in respect of a supply made under or in connection with this Contract, then: (a) the Supplier must issue an adjustment note to the Recipient within 7 days of the adjustment event occurring or otherwise as soon as it becomes aware of the adjustment event, outlining the revised amount of GST payable in respect of that supply ('Corrected GST Amount'); (b) if the Corrected GST Amount is less than the previously attributed GST Amount, the Supplier shall refund the difference to the Recipient within 15 days of the adjustment note being issued by the Supplier; and (c) if the Corrected GST Amount is greater than the previously attributed GST Amount, the Recipient shall pay the difference to the Supplier within 15 days of the adjustment note being issued by the Supplier.

Clause 16 Care of the Work and Reinstatement of Damage

Clause 16.1 is amended by replacing the words "payment certificate" in the final paragraph with "payment schedule".

Clause 16.3 is amended by deleting subparagraph (e).

ME_132083334_21 Clause 18 Insurance of the Work Under the Contract

Clause 18 is amended by:

inserting the words "Option A" before the final paragraph of "Alternative 1" (that is the paragraph beginning with the words "The insurance policy shall be in the joint names…"); and

. inserting a new paragraph before "Alternative 2" as follows: Option B

The insurance policy shall cover the Principal, the Contractor and all Consultants, and all subcontractors employed from time to time in relation to the work under the Contract for their respective rights, interests and liabilities and, unless otherwise specified elsewhere in the Contract, shall extend to cover the Principal as an insured party, and shall be effected with an insurer and in terms both approved in writing by the Principal which approvals shall not be unreasonably withheld. The policy shall be maintained until the Contractor ceases to be responsible under Clause 16.1 for the care of anything.

Clause 19 Public Liability Insurance

. inserting the words " – Option A" after the words "Alternative 1"; and

. inserting a new paragraph before "Alternative 2" as follows: Alternative 1 – Option B

Before the Contractor commences work under the Contract, the Contractor shall effect a public liability policy of insurance which covers the Principal, the Contractor, the Superintendent, all Consultants and all subcontractors employed from time to time in relation to the work under the Contract for their respective rights and interests and covers their liabilities to third parties and extends to cover the Principal as an insured party. The policy shall also cover the Contractor’s liability to the Principal and Principal’s liability to the Contractor for loss of or damage to property (other than property required to be insured by Clause 18) and the death of or injury to any person (other than liability which is required by law to be insured under a workers compensation policy of insurance).

The public liability policy of insurance shall be for an amount in respect of any one occurrence not less than the sum stated in Annexure Part A

VPS Annexure Part B – AS4300-1995 Revised September 2017 Page 19 of 96 and, unless otherwise specified elsewhere in the Contract, shall be effected with an insurer and in terms both approved in writing by the Principal which approvals shall not be unreasonably withheld. The policy shall be maintained until the Final Payment Schedule is issued pursuant to Clause 42.6.

Clause 21 Professional Indemnity Insurance

Clause 21 is amended by replacing the words "Final Certificate" with "Final Payment Schedule".

Clause 22 Inspection and Provisions of Insurance Policies

Clause 22.3 is amended as follows:

. deleting the words "shall ensure that each policy of insurance contains provisions acceptable to the other party that" in the first paragraph;

. deleting the words "require the insurer," and the word "to" in paragraph (a);

. deleting the word "provide" at the commencement of paragraph (b) and replacing it with the words "where practicable, procure";

. inserting the words ", and where this is not practicable the party effecting insurance will, when requested by the Principal, the Superintendent, the Contractor or a subcontractor, promptly give notice of claim to the insurer" at the end of paragraph (b);

. deleting and replacing paragraph (c) with the following: (c) if that party fails to renew the policy or to pay a premium, give notice in writing thereof forthwith to the Principal, the Superintendent, the Contractor and all subcontractors. Clause 22.6 is amended by inserting the words ", which extends cover to more than one party," after the words "in joint names".

Clause 23 Superintendent

. deleting, in subparagraph (a), the words “and fairly”;

. adding the following new paragraph after existing paragraph 1:

ME_132083334_21 The Principal shall also ensure that in the exercise of the functions of the Superintendent under Clauses 5.8, 6.2, 8.1, 22.5 and Clauses 35, 40 and 42 of the Contract, the Superintendent acts fairly.

. deleting, in the existing paragraph 2 (that is the paragraph beginning with the words “If, pursuant to a provision…”), the words “enabling the Superintendent to give directions”.

. inserting the following new paragraph after existing paragraph 4 (that is the paragraph beginning with the words “If the Contractor in writing requests…”): If the Contractor considers that a direction may give rise to a claim by the Contractor against the Principal, it must, as a condition precedent to any entitlement, give the Superintendent notice of that claim. The notice must be given within 2 Business Days of the direction and in any event before commencing any work under the Contract the subject of the direction. The notice must set out the general nature of the potential claim and the Contractor's reasonable estimate of the value of the claim. On receipt of this advice from the Contractor, the Superintendent may confirm or revoke the direction. If the Superintendent confirms the direction, the Contractor's entitlement to relief will be determined in accordance with the Contract.

Clause 29 Materials, Labour and Constructional Plant

Clause 29.1 is amended by adding the following new sentence at the end of the existing Clause: Except to the extent that the Contract otherwise provides, incidental items not expressly mentioned in the Contract but which are necessary for the satisfactory completion and performance of the work under the Contract shall be supplied and executed by the Contractor without adjustment to the Contract Sum.

Clause 29 is amended by adding the following new Clause:

29.4 Warranties Where the Contract requires, the Contractor must procure from the relevant subcontractors and suppliers warranties, in the name of the Principal, to the effect stated in the Contract. Such warranties shall be in a form approved by the Superintendent and shall be submitted to the Superintendent (and be in a form exercisable for the benefit of the Principal) prior to the issue of the Final Payment Schedule. To the extent that the Contractor, in breach of this Clause, does not procure warranties, in the name of the Principal, to the effect stated in the Contract, or in respect of work carried out by subcontractors or

VPS Annexure Part B – AS4300-1995 Revised September 2017 Page 21 of 96 materials supplied by suppliers where the Contractor is not obliged to procure such warranties, the Contractor hereby assigns to the Principal all its right, title and interest in the Contractor’s rights against all subcontractors and suppliers in relation to the work under the Contract. To the extent that the assignment sought to be effected by the preceding paragraph is not effective the Contractor holds the rights sought to be assigned on trust for the Principal and will exercise those rights as directed by the Principal.

Clause 30 Materials and Works

Clause 31 Examination and Testing

Clause 33 Progress and Programming of the Works

Clause 33.2 is amended by deleting the existing paragraph 5 (that is, the paragraph beginning with the words "The Contractor shall not depart…") and inserting the following paragraph after the first paragraph: A Contractor’s Program must be in the form and comply with any requirements specified in Annexure Part A and comply with any other requirements as the Superintendent, acting reasonably, may direct from time to time. A program that does not comply with these requirements shall not be regarded as a Contractor’s Program for the purposes of the Contract.

Clause 35 Times for Commencement and Practical Completion

Clause 35 is amended by inserting a new Clause 35.2A after Clause 35.2 as follows:

35.2A Time for Administrative Completion The Contractor shall achieve Administrative Completion by the Date for Administrative Completion.

Clause 35.3 is amended by deleting the word "and" from the end of paragraph (b) and inserting new paragraphs (d) to (f) after paragraph (c) as follows: (d) Date for Administrative Completion;

ME_132083334_21 (e) Date of Administrative Completion; and (f) Administrative Completion,

. inserting the word “or” at the end of paragraph (a)(i), deleting the word “or” from the end of paragraph (a)(ii), and deleting paragraph (a)(iii)

. adding the following paragraph after the paragraph beginning with "Where more than one event causes concurrent delays...": Events will be regarded as causing concurrent delays if the delay caused by each individual event (on the basis that the particular individual event had been the only event causing delay), or any part of that delay, occurs at the same time (whether in full or in part) as the delay caused by another individual event (on the basis that the other individual event had been the only event causing delay).

. adding the following paragraphs after the paragraph beginning with "whether the Contractor can, by committing extra resources...": In determining whether the Contractor is committing extra resources the baseline resources will be the greater of: (c) the resources described in any documents provided by the Contractor to the Principal as part of a tender submitted by the Contractor, (d) the resources depicted in or capable of inference from a Contractor’s Program; and (e) the resources which the Superintendent considers a reasonably competent contractor would have anticipated dedicating to the work under the Contract as at the Date of Acceptance of Tender. In determining whether the Contractor is incurring extra expenditure no regard shall be had to the cost of the baseline resources.

replacing the words "Final Certificate" with "Final Payment Schedule"

replacing the paragraph beginning with " Notwithstanding that the Contractor is not entitled to or has not claimed an extension of time..." with:

Notwithstanding that the Contractor is not entitled to or has not claimed an extension of time and any other clause in this Contract, the Superintendent may (in its absolute discretion) at any time and from time to time before the issue of the Final Payment Schedule by notice in writing to the Contractor extend the time for Practical Completion for any reason.

VPS Annexure Part B – AS4300-1995 Revised September 2017 Page 23 of 96 Clause 35 is amended by inserting a new Clause 35.6A after Clause 35.6 as follows:

35.6A Liquidated Damages for Delay in Reaching Administrative Completion If the Contractor fails to reach Administrative Completion by the Date for Administrative Completion, the Contractor shall be indebted to the Principal for liquidated damages at the rate stated in Annexure Part A for every day after the Date for Administrative Completion to and including the Date of Administrative Completion or the date that the Contract is terminated pursuant to Clause 44, whichever first occurs. If after the Contractor has paid or the Principal has deducted liquidated damages, the time for Administrative Completion is extended, the Principal shall forthwith repay to the Contractor any liquidated damages paid or deducted in respect of the period to and including the new Date for Administrative Completion.

inserting the word "total" before the word "liability";

inserting in the first paragraph the words "and Clause 35.6A" after the words "Clause 35.6"; and

adding the following paragraph: The Contractor agrees that should it fail to reach Practical Completion by the Date for Practical Completion and Administrative Completion by the Date for Administrative Completion, the Principal is entitled to receive liquidated damages for both breaches. For any concurrent failure to reach both milestones, the Principal will only be entitled to the greater of the two rates of liquidated damages.

Clause 36 Delay or Disruption Costs

Clause 36 is amended by:  adding the words “For the purposes of this clause 36, an event referred to in clause 35.5(b)(i) shall be an event which relates solely to the Contract”.

. adding the words "or Clause 35.5(b)(ix)" after the words "Clause 35.5(b) (i)"

ME_132083334_21 . adding the following paragraphs at the end of Clause 36: The entitlement of the Contractor under this Clause 36 and the entitlement in respect of extra costs for delay or disruption included in the value of a variation is the Contractor's full entitlement in respect of delay, disruption, prolongation and the like (whether the delay, disruption, prolongation or the like is caused by a breach of contract or otherwise) and the Principal shall not have any liability to the Contractor in excess of that entitlement. Except as stated, the Contractor has no claim of any kind whatsoever for delay or disruption arising out of the work under the Contract.

. replacing "; or" with "." in paragraph (a).

. deleting paragraph (b).

Clause 40 Variations

Clause 40.1 is amended by deleting the final paragraph, and replacing it as follows: If the variation directed by the Superintendent is to decrease or omit any part of the work under the Contract, the Principal (acting reasonably) shall be entitled to bring forward the Date for Practical Completion and the Date for Administrative Completion. The Principal may elect to carry out work that is omitted from the work under the Contract or have that work carried out by other contractors. The Superintendent may direct a variation, or direct the Contractor as contemplated by Clause 30.3 and Clause 30.5, at any time prior to the issue of the Final Payment Schedule under Clause 42.6. Such a direction will not have the effect of setting time at large or otherwise relieving the Contractor from the obligation to reach Practical Completion by the Date for Practical Completion or Administrative Completion by the Date for Administrative Completion.

Clause 42 Certificates and Payment

. replacing the words “14 days” with “10 Business Days” wherever they appear in that Clause;

. replacing the words “28 days” with “20 Business Days” in the sixth paragraph of that Clause;

. replacing the words “payment certificate” with “payment schedule”,

VPS Annexure Part B – AS4300-1995 Revised September 2017 Page 25 of 96 “final certificate” with “Final Payment Schedule” and "claim for payment" with "payment claim".

inserting the following paragraphs after the existing final paragraph: A payment claim must: (g) be in the form of Annexure Part K; (h) include a tax invoice (within the meaning of the GST Act); (i) set out: (i) the Contractor’s Australian Business Number; (ii) the amount claimed by the Contractor and the basis for calculation of that amount; (iii) the amount of any GST paid or payable by the Contractor with respect to the amount claimed; (iv) the Contractor’s address for payment; (v) the Principal’s Reference number; (vi) the details of any claim arising under Clause 12 or otherwise in respect of a Latent Condition; (vii) the details of any claim arising under Clause 14.1 or otherwise in respect of the consequences of a change in a Legislative Requirement as described in Clause 14; (viii) the details of any claim arising under Clause 36 or otherwise in respect of extra costs incurred by reason of delay; and (ix) the details of any claim capable of being valued under Clause 40.5(ii) or otherwise in respect of delay or disruption or loss of productivity; (j) in respect of each aspect of the claim that is made other than in relation to the work under the Contract : (i) separately set out details of each such claim; (ii) refer to each such claim with a unique numerical identifier with the identifiers being consecutive and commencing with the number 1; (iii) describe the factual circumstances giving rise to the claim; and (iv) identify the clause or clauses of the Contract relied on, or, in the absence of reliance on the Contract, the other legal basis relied on in support of the claim. If a payment claim does not include a tax invoice and the details described above then the claim is not, for the purpose of this Clause, a payment claim. The date of receipt of a payment claim is taken to be the later of the date of the receipt of the claim or the date of receipt of

ME_132083334_21 the tax invoice or the date of receipt of the last of the details described above.

Clause 42.1A is inserted after Clause 42.1:

42.1A Conditions Precedent For the purpose of determining when a time for submitting a payment claim arises under this Contract and a ‘reference date’ arises under the Building and Construction Industry Security of Payment Act 2002 (Vic), neither a time for submitting a payment claim or a ‘reference date’ arises unless the Contractor: (a) has provided the Principal with security for the amount (if any) required under Clause 5; (b) has executed the formal instrument of agreement in accordance with Clause 6: (c) when directed by the Principal in accordance with Clause 10, has executed a deed of novation; (d) has effected the insurance required by the Contract and (if requested) provided evidence of this to the Superintendent; (e) has complied with its obligations in relation to health and safety in accordance with Clause 55 or Clause 56 (as applicable); or (f) has complied with any other obligation stated in the Contract Documents to be a condition precedent to submitting a payment claim.

42.3A Conditional Practical Completion Where the Contractor has given notice of anticipated Practical Completion in accordance with Clause 42.3, the Superintendent may, in its absolute discretion, issue a Conditional Certificate of Practical Completion. A Conditional Certificate of Practical Completion may have a defects list attached to it. The defects list may identify: (a) items which are defects; (b) any work which is incomplete; and (c) defects which are characterised by the Superintendent as priority defects. The Contractor must rectify or complete all items listed in the defects list either: (d) by the date nominated by the Superintendent (either in the list or subsequent to the issuing of the list); or (e) in the absence of the Superintendent nominating a date, as soon

VPS Annexure Part B – AS4300-1995 Revised September 2017 Page 27 of 96 as practicable (which, in respect of a priority defect, must, in any event, be no later than 30 days after the date of the list). If the Superintendent issues a Conditional Certificate of Practical Completion the Superintendent may certify: (f) an amount of security which the Principal is entitled to hold from the amount of security which would otherwise be released upon or after Practical Completion, with such security being held until the expiration of 14 days after the date on which the last of the items listed on the defects list is completed; and (g) an amount of liquidated damages which continues to accrue until commencement of the Defects Liability Period. When the Superintendent is of the opinion that Practical Completion has been reached and each of the matters in the Conditional Certificate of Practical Completion have been addressed, the Superintendent may issue a Certificate of Practical Completion, whether or not the Contractor has made a request for its issue.

42.3B Certificate of Administrative Completion When the Contractor is of the opinion that Administrative Completion has been reached, the Contractor shall in writing request the Superintendent to issue a Certificate of Administrative Completion. Within 10 Business Days of the receipt of the request, the Superintendent shall give to the Contractor and to the Principal a Certificate of Administrative Completion certifying the Date of Administrative Completion or give the Contractor in writing the reasons for not issuing the certificate. When the Superintendent is of the opinion that Administrative Completion has been reached, the Superintendent may issue a Certificate of Administrative Completion, whether or not the Contractor has made a request for its issue.

. replacing the words in the heading “Effect of Certificates” with “Effect of payment schedules”;

. replacing the words “payment certificate” with “payment schedule”; and

. inserting the words ", a Conditional Certificate of Practical Completion or a certificate of Administrative Completion" before the words "shall not".

Clause 42.5 is amended by replacing, in paragraph 2, the words " “arising out of" with “under or arising out of or in connection with”.

ME_132083334_21 Clause 42.6 is amended by:

. replacing, in paragraph 1, the words "arising out of" with the words "under or arising out of or in connection with”;

. replacing the words "Final Certificate" with "Final Payment Schedule" and "payment certificate" with "payment schedule";

. replacing at lines 16 and 44 the words "14 days" with "10 Business Days";

. replacing at line 27 the words "21 days" with "15 Business Days"; and

. deleting the words "that the Works have been completed in accordance with the terms of the Contract and" from the second paragraph.

Clause 42.7 is amended by replacing the words "18 per cent per annum" with the words "the amount of interest at the rate set by the Attorney General under the Penalty Interest Rate Act 1983".

Clause 43 Payment of Workers and Subcontractors

Clause 43 is amended by replacing the words:

. "payment certificate" with "payment schedule";

. "claim for payment" with "payment claim"; and

. "5 days" with "5 Business Days".

Clause 44 Default or Insolvency

Clause 44.2 is amended by deleting, in paragraph 1, the words "and the Principal considers that damages may not be an adequate remedy".

Clause 44.10 is amended by adding the following new paragraph to the end of the Clause: If the Contract is wrongfully terminated pursuant to Clause 44.9 the Contractor shall only be entitled to recover damages in respect of the wrongful termination of the Contract and shall not be entitled to claim on a quantum meruit or by reason of unjust enrichment.

Clause 44.11 is replaced with the following new Clause:

VPS Annexure Part B – AS4300-1995 Revised September 2017 Page 29 of 96 If: (a) a party informs the other party in writing or creditors generally that the party is insolvent or is financially unable to proceed with the Contract; (b) execution is levied against a party by a creditor; (c) a party is an individual person or a partnership including an individual person, and if that person: (i) commits an act of bankruptcy; (ii) has a bankruptcy petition presented against him or her or presents his or her own petition; (iii) is made bankrupt; (iv) makes a proposal for a scheme of arrangement or a composition; or (v) has a deed of assignment or deed of arrangement made, accepts a composition, is required to present a debtor's petition, or has a sequestration Order made, under Part X of the Bankruptcy Act 1966 (Cth); or (d) in relation to a party being a corporation: (i) notice is given of a meeting of creditors with a view to the corporation entering a deed of company arrangement; (ii) the party enters a deed of company arrangement with creditors; (iii) a controller or administrator is appointed; (iv) an application is made to a court for the winding up of the party and not stayed within 14 days; (v) a winding up order is made in respect of the party; (vi) it resolves by special resolution that it be wound up voluntarily (other than for a members' voluntary winding-up); or (vii) a mortgagee of any property of the party takes possession of that property, then, where the other party is: (e) the Principal, the Principal may, without giving a notice to show cause, exercise the right under Clause 44.4(a) or Clause 44.4(b); or (f) the Contractor, the Contractor may, without giving a notice to show cause, exercise the right under Clause 44.9. The rights given by this Clause 44.11 are in addition to any other rights and may be exercised notwithstanding that there has been no breach of contract.

ME_132083334_21 Clause 45 Termination by Frustration

Clause 45 is amended by replacing the words "payment certificate" with "payment schedule" in paragraph (a) of that Clause.

Clause 46 Notification of Claims

. deleting subparagraph 1 replacing it with the following new subparagraph: The Principal shall not be liable for any claim by the Contractor in respect of or arising out of a breach of the Contract or arising out of or related to the Works (including claims in tort, for a quantum meruit or pursuant to statute) unless within 20 Business Days after the first day on which a competent and experienced contractor could reasonably have been aware of the circumstances which might give rise to any such claim, the Contractor has given to the Principal and to the Superintendent the prescribed notice.

. replacing the words "claim for payment" in the second paragraph with "payment claim".

Clause 46.2 is deleted and marked as 'Not used'.

Clause 46.4 is amended by replacing the words:

. "payment certificate" with "payment schedule";

. "28 days" with "20 Business Days"; and

. "56 days" with "40 Business Days".

Clause 46.5 is amended by replacing the words "28 days" with "20 Business Days".

Clause 47 Dispute Resolution

Clause 47.2 is deleted and replaced with the following new Clause: Alternative 1 Within 10 Business Days of service of a notice of dispute (or such longer period of time as may be agreed by the parties to the dispute), the parties shall confer at least once to attempt to resolve the dispute in

VPS Annexure Part B – AS4300-1995 Revised September 2017 Page 31 of 96 good faith. At any such conference each party shall be represented by a person having authority to agree to a resolution of the dispute. If after that 10 Business Day period the dispute remains unresolved, then the parties shall proceed to mediation in accordance with Clause 47.2A. If the dispute has not been resolved at the mediation contemplated by Clause 47.2A or the mediation process is terminated in accordance with Clause 47.2A, then either party may refer the dispute to arbitration (unless otherwise unavailable at law, in which case the dispute may be referred to litigation). Alternative 2 A party served with a notice of dispute may give a written response to the notice to the other party and the Superintendent within 20 Business Days of the receipt of the notice. Within 30 Business Days of service on the Superintendent of a notice of dispute or within 10 Business Days of the receipt by the Superintendent of the written response, whichever is the earlier, the Superintendent shall give to each party the Superintendent’s written decision on the dispute, together with reasons for the decision. If either party is dissatisfied with the decision of the Superintendent or if the Superintendent fails to give a written decision on the dispute within the time required under this Clause 47.2, the parties shall, within 10 Business Days of the date of receipt of the decision or within 10 Business Days of the date upon which the decision should have been given by the Superintendent, confer at least once to attempt to resolve the dispute in good faith. At any such conference, each party shall be represented by a person having authority to agree to a resolution of the dispute. If after that 10 Business Day period the dispute remains unresolved, then the parties shall proceed to mediation in accordance with Clause 47.2A. If the dispute has not been resolved at the mediation contemplated by Clause 47.2A or the mediation process is terminated in accordance with Clause 47.2A, then either party may refer the dispute to arbitration (unless otherwise unavailable at law, in which case the dispute may be referred to litigation).

47.2A Resolution of Disputes - Mediation Where a dispute is to proceed to mediation the following provisions shall apply to that mediation. The mediator shall be a mediator agreed on by the parties or if the parties are unable to agree on a mediator within 5 Business Days, a mediator nominated by the then current Chairman of the Resolution Institute, Victorian Chapter or the Chairman’s nominee.

ME_132083334_21 The mediation must be convened within 20 Business Days of the appointment of the mediator. Each party agrees to participate in any mediation in good faith and use its best efforts to resolve the dispute. The role of any mediator is to assist in negotiating a resolution of the dispute. Any information or documents disclosed by a party under this Clause must, unless and until that information or those documents come into the possession of that party through legitimate means other than the mediation: (a) be kept confidential; and (b) not be used except to attempt to resolve the dispute. Each party must bear its own costs of complying with this Clause and the parties must bear equally the costs of any mediator engaged. After the expiration of 20 Business Days from the appointment of the mediator (or other period as agreed between the parties), a party that has complied with this Clause may terminate the mediation process by giving notice to the other party.

. inserting the words "Unless otherwise unavailable at law," at the beginning of the existing first sentence; and

. replacing the words "The Institute of Arbitrators Australia" with "the Resolution Institute".

New Clause 49 Severability

The following new Clause 49 is added to the General Conditions:

49 Severability The parties agree that a construction of this Contract that results in all provisions being enforceable is to be preferred to a construction that does not so result. If, despite the application of this Clause, a provision of this Contract is illegal or unenforceable: (a) if the provision would not be illegal or unenforceable if a word or words were omitted, that word or words are severed; and (b) in any other case, the whole provision is severed, and the remainder of this Contract continues in force.

VPS Annexure Part B – AS4300-1995 Revised September 2017 Page 33 of 96 New Clause 50 Disclosure of Information

50 Disclosure of Information

50.1 Disclosure of Tender Information The Contractor, under the conditions forming part of the tender has consented to the party requesting the tender, publishing (on the Internet or otherwise) the name of the Contractor and the Contract Sum together with conditions of this Contract generally. Subject to this right of publication the party requesting the tender will treat as confidential all information provided to it in the tender.

50.2 Public Disclosure and Freedom of Information (a) In this Clause 50.2, except where the context otherwise requires: 'Freedom of Information Legislation' means the Freedom of Information Act 1982 (Vic). 'Public Disclosure Requirements' means the disclosure of information in relation to the Contract or the work under the Contract where that disclosure is required by the Freedom of Information Legislation, mandatory by reason of the Principal being a public entity, where disclosure is prudent or desirable in order to facilitate and support transparent open governance, or where a Minister of the Crown (or a representative of a Minister of the Crown) is required to or considers it prudent or desirable to disclose the information. (b) The Principal, or a representative or nominee of the Principal, may disclose any information (including any confidential information) if such disclosure is required by or is consistent with the Public Disclosure Requirements. (c) Any obligations of confidence which one party has to the other under the Contract or by reason of the entering into of the Contract or the performance of the Contract shall be subject to the right of the Principal under this Clause 50.2. (d) This Clause 50.2 survives the termination or expiration of the Contract.

New Clause 51 Auditing

51 Auditing

ME_132083334_21 51.1 Audit of and Other Access to Contractor’s Records The Contractor shall permit an accountant or auditor on behalf of the Principal from time to time during ordinary business hours and on reasonable notice, to inspect and verify all records maintained by the Contractor for the purposes of this Contract and the Contractor, its servants, agents and subcontractors shall give all reasonable assistance to any person authorised to undertake such audit or inspection. Any information provided or to which an accountant or auditor has access under this Clause shall be treated as confidential information and shall not be used other than for the purposes of this Contract or disclosed other than as required to comply with the written request of the Auditor General for Victoria. The confidentiality obligations of the parties shall not extend to: (a) Information already in the public domain other than due to a breach of this Contract; (b) any disclosure required by law.

51.2 Public Audit (a) In this Clause 51.2, except where the context otherwise requires: 'Public Audit' means any audit, investigation or enquiry conducted by a Public Auditor or pursuant to any Public Audit Legislation. 'Public Audit Legislation' means Section 94A of the Constitution Act 1975 (Vic) and the Audit Act 1994 (Vic) or any other applicable legislation. 'Public Auditor' means any auditor or officer appointed under any Public Audit Legislation or any authorised nominee or representative of such auditor or officer. (b) The Contractor must, at its cost and without any additional entitlement under this Contract: (i) permit a Public Audit required by any Public Auditor; (ii) procure that the Contractor's subcontractors and agents permit a Public Audit required by any Public Auditor; (iii) must comply with the requirements or requests of, and cooperate with any Public Auditor during the conduct of a Public Audit; (iv) procure that the Contractor's subcontractors and agents comply with the requirements or requests of, and cooperate with any Public Auditor during, the conduct of a Public Audit; and (v) provide to the Public Auditor reasonable working accommodation and associated facilities and services required by the Public Auditor for the purposes of

VPS Annexure Part B – AS4300-1995 Revised September 2017 Page 35 of 96 undertaking a Public Audit. (c) Any obligations of confidence which one party has to the other under the Contract or by reason of the entering into of the Contract or the performance of the Contract shall be subject to the obligations, duties, rights and entitlements of the parties in relation to any Public Audit. (d) This Clause 51.2 survives the termination or expiration of the Contract.

New Clause 52 VIPP

52 Victorian Industry Participation Policy This Clause applies if indicated in Annexure Part A.

52.1 Definitions and Interpretation In this Clause 52, the following terms have the following meanings: 'Completion Date' means the Date for Practical Completion. 'Contestable Items' means goods or services the subject of the Contract for which there are competitive international suppliers and Australia and New Zealand suppliers. The Contestable Items are set out in Attachment 3 to Annexure Part G. 'Industry Capability Network (ICN)' means Industry Capability Network (ICN) Victoria (ICN) of Level 11, 10 Queens Road Melbourne Vic, 3004 (ACN 007 058 120) (ABN 20 007 058 120). 'Notice' means a notice given in accordance with Clause 7. 'Responsible Minister' means the Minister with responsibility for administering the Victorian Industry Participation Policy Act 2003. 'VIPP' means the Victorian Industry Participation Policy made pursuant to section 4 of the Victorian Industry Participation Policy Act 2003. 'VIPP Monitoring Table' means the table included at Attachment 2 of Annexure Part G. 'VIPP Plan' means the VIPP Plan set out in Attachment 1 of Annexure Part G.

52.2 Local Jobs First - Victorian Industry Participation Policy

Plan (a) The Contractor must, in performing its obligations under the Contract, comply with the VIPP Plan.

ME_132083334_21 (b) The Contractor acknowledges and agrees that its obligations as set out in the VIPP Plan apply from the commencement of the Works until the later of the Date of Practical Completion and the date upon which the Contractor fulfils all of its Reporting obligations as set out in Clause 52.3. Revised VIPP Plan (c) If at any time a variation to the Contract is proposed which involves or effects a change in the nature of any Contestable Items, the Contractor must prepare a revised VIPP Plan which must be certified by ICN (Revised VIPP Plan). (d) When requested by the Superintendent, the Contractor must provide the Revised VIPP Plan within the time stated in the Superintendent's request. (e) The Revised VIPP Plan must be agreed by the parties before any variation to the Contract can take effect unless the parties agree that a Revised VIPP Plan is unnecessary. (f) Once the Revised VIPP Plan is agreed by the parties, the Revised VIPP Plan replaces the VIPP Plan in Attachment 1 of Annexure Part G and forms part of the Contract.

52.3 Reporting (a) The Contractor must prepare and maintain records in the form of the VIPP Monitoring Table demonstrating its compliance with the VIPP Plan. (b) The Contractor must report when requested by the Principal demonstrating its progress towards implementing the VIPP Plan. The Contractor may comply with its reporting obligation by submitting a report in the form of the VIPP Monitoring Table. (c) Upon Practical Completion or within one month of the Date of Practical Completion (whichever occurs first), the Contractor must provide to the Superintendent: (i) the VIPP Monitoring Table in the form set out in Attachment 2 to Annexure Part G detailing the Contractor's aggregate compliance with the VIPP Plan. The VIPP Monitoring Table must identify and explain any departures from the VIPP Plan and the aggregated outcomes as reported in the VIPP Monitoring Table; and (ii) a Statutory Declaration in the form set out in Attachment 4 to Annexure Part G to confirm that the information contained in the VIPP Monitoring Table is true and accurate. The Statutory Declaration must be made by a director of the Contractor or the Contractor's Chief Executive Officer or Chief Financial Officer. (d) At the request of the Superintendent, the Contractor must provide

VPS Annexure Part B – AS4300-1995 Revised September 2017 Page 37 of 96 further information or explanation of any departures from the VIPP Plan as reported in the VIPP Monitoring Table. (e) The reporting obligations are in addition to and do not derogate from any other reporting obligations as set out in the Contract.

52.4 Verification of Supplier's compliance with VIPP Plan (a) The Contractor must: (i) permit the Superintendent, the Principal, an accountant or auditor on behalf of the Principal, or any other person authorised by the Principal, from time to time during ordinary business hours and upon notice, to inspect, verify and make copies at the Principal's expense of all records maintained by the Contractor for the purposes of the Contract in connection with the VIPP Plan; (ii) permit the Superintendent, the Principal, or the Principal's duly authorised representative from time to time to undertake a review of the Contractor's performance in accordance with the VIPP Plan; and (iii) ensure that its employees, agents and subcontractors give all reasonable assistance to the Superintendent, the Principal or any person authorised by the Principal to undertake such audit or inspection. (b) The Contractor acknowledges and agrees that the Superintendent, Principal, the Principal's duly authorised representative and ICN are authorised to obtain information from any relevant persons, firms or corporations, including third parties, regarding the Contractor compliance with the VIPP Plan. (c) The obligations set out in this Clause 52.4 are in addition to and do not derogate from any other obligation under the Contract.

52.5 Use of VIPP information The Contractor acknowledges and agrees that: (a) ICN will assess the Contractor's performance against the VIPP Plan; (b) the statistical information contained in the VIPP Plan and the measures of the Contractor's compliance with the VIPP Plan as reported in the VIPP Monitoring Table will be: (i) included in the Principal's report of operations under Part 7 of the Financial Management Act 1994 in respect of the Principal's compliance with the VIPP in the financial year to which the report of operations relates; (ii) provided to the Responsible Minister for inclusion in the Responsible Minister's report to the Parliament for each

ME_132083334_21 financial year on the implementation of the VIPP during that year; and may be: (iii) disclosed in the circumstances set out in Clause 52.5 or as otherwise required by law.

New Clause 53 Privacy

53 Information Privacy

53.1 Definitions (a) “Code of Practice” means a code of practice as defined in, and approved under, the Privacy and Data Protection Act 2014 (Vic); (b) “Information Privacy Principles” means the principles so identified and set out in the Privacy and Data Protection Act 2014 (Vic); and (c) “Personal Information” means information or an opinion (including information or an opinion forming part of a database) that is recorded in any form and whether true or not, about an individual whose identity is apparent, or can reasonably be ascertained, from the information or opinion.

53.2 Use of Personal Information The Contractor agrees in respect of Personal Information held in connection with this Agreement: (a) that it shall be bound by the Information Privacy Principles and any applicable Code of Practice with respect to any act done or practice engaged in by the Contractor for the purposes of this Agreement, in the same way and to the same extent as the Principal would have been bound by the Information Privacy Principles and any applicable Code of Practice in respect of that act or practice had it been directly done or engaged in by the Principal; and (b) to immediately notify the Principal where it becomes aware of a breach of Clause 53.2(a) by it or any of its agents or employees;

53.3 Continuing Effect This Clause 53 shall continue to have effect after the termination or expiration of this Agreement.

VPS Annexure Part B – AS4300-1995 Revised September 2017 Page 39 of 96 New Clause 54 Security of Payment

54 Security of Payment Act

54.1 Application of the Security of Payment Act (a) 'Security of Payment Act' means the Building and Construction Industry Security of Payment Act 2002 (Vic) as amended from time to time. (b) This Clause shall apply if the Security of Payment Act applies.

54.2 Service of Notices under the Security of Payment Act The Contractor shall: (a) ensure that a copy of any written communication it delivers or arranges to deliver to the Principal of whatever nature in relation to the Security of Payment Act (including, without limitation, a payment claim under the Security of Payment Act), is provided to the Superintendent at the same time; and (b) when the Contractor becomes aware that a subcontractor is entitled to suspend work pursuant to the Security of Payment Act, promptly and without delay give the Superintendent a copy of any written communication of whatever nature in relation to the Security of Payment Act which the Contractor receives from a subcontractor.

54.3 The Role of the Superintendent under the Security of Payment Act In receiving payment claims or issuing payment schedules pursuant to the Security of Payment Act, the Superintendent acts as the agent of the Principal.

54.4 Payment Claim (a) A payment claim for the purposes of the Security of Payment Act is a valid payment claim pursuant to Clause 42.1. (b) The date prescribed in Clause 42.1 as the time for payment claims is, for the purpose of the Security of Payment Act, the 'reference date'.

54.5 Payment Schedule (a) The amount (if any) set out in a payment schedule as the amount of payment which the Principal proposes to make to the Contractor is, for the purposes of section 9, 10, 11 and 12 of the

ME_132083334_21 Security of Payment Act, the amount of the 'progress payment' (as defined in the Security of Payment Act) calculated in accordance with the Contract which the Contractor is entitled to be paid under the Contract. (b) Failure by the Superintendent to set out in a payment schedule an amount which the Principal is entitled to retain, deduct, withhold or set-off (whether under this Contract or otherwise) from the amount which would otherwise be payable to the Contractor by the Principal will not prejudice the Principal's right to subsequently exercise that right to retain, deduct, withhold or set-off any amount.

54.6 Method of Resolving Disputes Regarding Second Class of Variation. The Principal and Contractor agree that Clause 47 is a method for resolving disputes for the purposes of section 10A(3)(d) of the Security of Payment Act.

54.7 Authorised Nominating Authority In the event of an adjudication application under the Security of Payment Act, the Contractor must make an adjudication application to one of the authorised nominating authorities referred to in Annexure Part A.

54.8 Conduct of Adjudication In dealing with any adjudication application made by the Contractor under the Security of Payment Act, the Adjudicator shall: (a) have no power to open up, review or revise any certificate issued under the Contract by the Superintendent; (b) at all times act impartially between the parties, in accordance with the laws; and (c) include in the determination the reasons for the determination and the basis on which any amount or date has been decided.

54.9 Suspension of Works under the Security of Payment Act If the Contractor suspends the whole or part of the work under the Contract pursuant to the Security of Payment Act: (a) the suspension shall not of itself affect the Date for Practical Completion but may be a ground for an extension of time under Clause 35.5; (b) the Principal shall not be liable for any costs, expenses, damages, losses or other liability including delay or disruption costs whatsoever suffered or incurred by the Contractor as a result of

VPS Annexure Part B – AS4300-1995 Revised September 2017 Page 41 of 96 the suspension other than loss or expenses as a result of the removal by the Principal, from the Contract, of part of the work or supply; (c) the Contractor must continue to comply with its obligations in relation to all Legislative Requirements as referred to in Clause 14; (d) the Contractor must hold itself available to return to work as soon as practicable after the right, under the Security of Payment Act, to suspend the carrying out of the work under the Contract, no longer exists; (e) the Contractor must do all things reasonably practicable to return to work as soon as practicable after the right, under the Security of Payment Act, to suspend the carrying out of the work under the Contract, no longer exists; and (f) the Contractor shall return to work within 3 Business Days of payment by the Principal of the amount outstanding or such lesser period as may be stated in Annexure Part A (being not less than 1 Business Day). If the Contractor has complied with the obligations set out in this Clause, any inability in the Contractor to return to work within the required time will not be an event giving rise to a right, in the Principal, to damages or to terminate the Contract. If the Contractor does not resume the work in accordance with this Clause or does not comply with its obligations under this Clause: (g) the Superintendent may direct the Contractor to omit the whole or part of the suspended work (and thereafter the Principal may engage others to carry out the suspended work); or (h) the Principal may give a notice under Clause 44.4(b) as if the Contractor had committed a substantial breach of contract. In the event that the Superintendent gives a direction to omit work under this Clause and if the direction causes the Contractor to incur more or less cost than the Contractor could reasonably have anticipated at the time of tendering, the difference shall be valued under Clause 40.5.

54.10 Subcontractor suspension If the Principal becomes aware that a subcontractor is entitled to suspend work pursuant to the Security of Payment Act, the Principal may (in its absolute discretion) pay the subcontractor such money that is or may be owing to the subcontractor in respect of that work, and any amount paid by the Principal shall be a debt due from the Contractor to the Principal.

54.11 Indemnity

ME_132083334_21 The Contractor shall indemnify the Principal against all damage, expense (including legal costs), loss (including consequential and economic loss) or liability of any nature suffered or incurred by the Principal arising out of: (a) a suspension pursuant to the Security of Payment Act by a subcontractor of work which forms part of the Work; or (b) a failure by Contractor to comply with Clause 54.2.

New Clause 55 Occupational Health and Safety

55 Occupational Health and Safety

55.1 Definition – Principal Contractor In this Clause Principal Contractor has the meaning given to that term in regulation 5.1.14 of the Occupational Health and Safety Regulations 2007 (Vic).

55.2 Obligations Under the OHS Law (a) In carrying out its obligations under this Contract the Contractor must comply with the OHS Law. The Contractor must upon request by, or on behalf of, the Principal demonstrate that it is complying with, and will continue to comply with the OHS Law including having in place the safe systems for and in relation to the execution of the work under the Contract required by the OHS Law. (b) If an incident occurs which is required to be reported pursuant to a Legislative Requirement or if a 'near miss' occurs (being an event which could have given rise to an incident which is required to be reported pursuant to a Legislative Requirement) the Contractor must, as soon as practicable after the occurrence of the event, advise the Superintendent, the Principal and (if required) the relevant regulatory authority of the occurrence of the event, the circumstances giving rise to the event and the steps the Contractor will take so as to prevent the event (or a similar event) occurring again in the future. The Contractor must provide copies of all relevant documents with respect to the matter to the Principal (including all corrective actions).

55.3 Contractor as Principal Contractor (a) This Clause applies if so indicated in Annexure Part A and unless Clause 55.5 applies. (b) If indicated in Annexure Part A, the Principal appoints, or will

VPS Annexure Part B – AS4300-1995 Revised September 2017 Page 43 of 96 procure the appointment, of the Contractor as the Principal Contractor in accordance with regulation 5.1.14(1)(a) of the Occupational Health and Safety Regulations 2007 (Vic). The Principal acknowledges that the appointment of a Principal Contractor does not abrogate the obligations of the Principal under the OHS Law. (c) The Contractor acknowledges and accepts the appointment as Principal Contractor and agrees to carry out and discharge the obligations and accept all liability of a Principal Contractor contained in the OHS Law. (d) The Principal authorises the Contractor to manage and control the Site to the extent necessary to discharge the duties imposed on a Principal Contractor for the period commencing from the date the Contractor takes possession of the Site and ending on the Date of Practical Completion. The Contractor acknowledges that its responsibilities as Principal Contractor continue (or resume) for any Works undertaken prior to the date the Final Payment Schedule is issued. The Contractor acknowledges and accepts that the management and control of the Site afforded by the Principal is sufficient to allow the Contractor to fulfil the obligations of a Principal Contractor.

55.4 Contractor not Principal Contractor If the Contractor is not the Principal Contractor or is not to be appointed as the Principal Contractor, then the Contractor must cooperate with the Principal Contractor in the discharge of the obligations as Principal Contractor and comply with any instruction given by the Principal Contractor in its capacity as Principal Contractor.

55.5 Principal Contractor where the Contractor has Comcare insurance (a) This Clause shall apply to the exclusion of Clause 55.3 in the event that the Contractor is licensed to self insure under the Safety, Rehabilitation and Compensation Act 1988 (Cth) and is therefore covered by the Occupational Health and Safety Act 1991 (Cth) (the Commonwealth OHS Act) rather than the Occupational Health and Safety Act 2004 (Vic) (the Victorian OHS Act) and the Occupational Health and Safety Regulations 2007 (Vic) (the Victorian OHS Regulations). (b) If indicated in Annexure Part A, the Principal appoints, or will procure the appointment, of the Contractor as the Principal Contractor in accordance with regulation 5.1.14(1)(a) of the Victorian OHS Regulations. (c) The Contractor acknowledges and accepts the appointment as the Principal Contractor and agrees to strictly comply with the terms of the Victorian OHS Act and the Victorian OHS Regulations and do

ME_132083334_21 all things necessary and in a manner which ensures that the Contractor satisfies the obligations of a Principal Contractor under the Victorian OHS Regulations which apply, or which, but for the Commonwealth OHS Act, would apply. (d) The Principal authorises the Contractor to manage and control the Site to the extent necessary to discharge the duties imposed on a Principal Contractor by the Victorian OHS Regulations for the period commencing from the date the Contractor takes possession of the Site and ending on the Date of Practical Completion. The Contractor acknowledges that its responsibilities as Principal Contractor continue (or resume) for any Works undertaken prior to the date the Final Payment Schedule is issued. The Contractor acknowledges and accepts that the management and control of the Site afforded by the Principal is sufficient to allow the Contractor to fulfil the obligations of a Principal Contractor. (e) The Contractor undertakes to: (i) immediately comply with directions on safety issued by any relevant authority or by the Principal; (ii) indemnify and hold harmless the Principal against any loss suffered by the Principal which may arise as a result of any breach by the Contractor of the Victorian OHS Act or the Victorian OHS Regulations; and (iii) promptly upon request by, or on behalf of, the Principal demonstrate that the obligations of a Principal Contractor under the Victorian OHS Regulations have been and will continue to be met, including providing evidence of measures taken to achieve compliance.

55.6 Health and safety in the execution of the work under the Contract In connection with the execution of the work under the Contract, the Contractor shall, as far as practicable, ensure the health and safety of all persons including without limitation, members of the public, the Contractor’s employees, subcontractors and agents. The Contractor acknowledges that acts or omissions of the Contractor may affect the ability of the Principal to comply with duties and obligations arising under the OHS Law. The Contractor shall ensure so far as is practicable that it does not by its acts or omissions cause or contribute to any breach by the Principal of any provision of the OHS Law and shall take all steps as are practicable to assist the Principal in complying with the provisions of the OHS Law. The Contractor indemnifies the Principal to the extent permitted by law in respect of any liability, costs, losses or expenses whatsoever arising in connection with any breach of the OHS Law by the Principal which the Contractor has caused or contributed by a breach of this Clause 55.

VPS Annexure Part B – AS4300-1995 Revised September 2017 Page 45 of 96 The indemnity given under this paragraph does not restrict or alter and is not restricted or altered by any indemnity given elsewhere under this Contract including under Clause 55.5(e)(ii).

New Clause 56 Environment

56 Environment (a) The Contractor shall comply with and, at the request of the Superintendent demonstrate that it has in place and complies with an environmental management system. (b) The Contractor shall so far as is practicable ensure that in connection with the execution of the work under the Contract, the Principal does not become liable in connection with any environmental pollution or like matter. (c) The Contractor shall, to the extent permitted by law, indemnify the Principal in respect of any liability arising in connection with a statutory obligation relating to a matter in Clause 56(b) and any associated costs, losses or expenses.

New Clause 57 Major Project Skills Guarantee

57. Major Projects Skills Guarantee

This Clause applies if indicated in Annexure Part A.

57.1 Definitions The following definitions apply in this Clause: 'Act' means the Education and Training Reform Act 2006. 'Apprentice' means a person whom an employer has undertaken to train under a Training Contract. 'Engineering Cadets' means those persons who are combining formal university training in an engineering or related discipline with practical work experience. 'GST' has the meaning given in A New Tax System (Goods and Services Tax) Act 1999 (Cth). 'Group Training Organisation' means an organisation that employs Apprentices and Trainees and hosts them out to other businesses to undertake relevant on the job experience.

ME_132083334_21 'Major Project Skills Guarantee Compliance Plan' or 'Compliance Plan' means the plan set out in Attachment 1 of Annexure Part L. 'Registered Education and Training Organisation' (RTO) means a person or body registered under Part 4.3 of the Act to deliver an accredited course or award or issue a registered qualification. 'Trainee' means a person (other than an Apprentice) employed under a Training Contract. 'Training Contract' has the meaning given in the Act. 'Victorian Registration and Qualifications Authority' (VRQA) is the statutory body established under Chapter 4 of the Act whose functions include the registration and regulation of apprenticeships and traineeships, and administering legislation including but not limited to the Act and the Education and Training Reform Regulations 2007.

57.2 Major Projects Skills Guarantee Compliance Plan (a) The Contractor must, in performing its obligations under this Contract, comply with the Major Projects Skills Guarantee Compliance Plan (Compliance Plan). (b) The Contractor acknowledges and agrees that its obligations as set out in the Compliance Plan apply during the term of the Contract, any extensions to the term and until all of its reporting obligations as set out in Clause 57.3 are fulfilled. (c) The Contractor agrees that the minimum labour hours requirements set out in the Compliance Plan will: (i) be applied to the Contract as a whole (or to all of the works specified in the Contract); (ii) not be applied on the basis of individual Contract packages or components; and (iii) apply to all work conducted off site provided that the work has been specified as part of the Contract. (d) Subject to Clauses 57.2(e),(f) and (g) the parties agree that labour hours performed by: (i) Apprentices, Trainees or Engineering Cadets, either separately or in any combination; or (ii) pre-existing or new Apprentices, Trainees or Engineering Cadets, either separately or in any combination, may be included in determining whether the requirements of the Major Projects Skills Guarantee Compliance Plan have been achieved. (e) Work hours performed by Apprentices may include Apprentices directly employed by the Contractor or Apprentices engaged through Group Training Organisations. Contributions from

VPS Annexure Part B – AS4300-1995 Revised September 2017 Page 47 of 96 Apprentices must be from Apprentices registered with the Victorian Registration and Qualification Authority. (f) Work hours performed by Trainees must be from Trainees registered with the Victorian Registration and Qualification Authority. (g) Time spent by Apprentices, Trainees or Engineering Cadets attending course related education in accordance with a Training Contract at a Registered Education and Training Organisation, or other educational institution may be included in determining whether the requirements of the Compliance Plan have been achieved. (h) The Contractor's failure to comply with Clauses 57.2 to 57.4 will constitute a substantial breach of this Contract. (i) The Principal agrees that where the Contract includes significant maintenance or ongoing service components as part of the work under the Contract, the value of the maintenance or ongoing service components will be included as part of the overall Contract value for the purposes of calculating the deemed estimated overall project labour hours in order to determine whether the Contractor has complied with the minimum 10 percent requirement. (j) The Contractor must ensure that any Subcontracts entered into by the Contractor in relation to work under the Contract contain clauses requiring Subcontractors: (i) to comply with the Skills Guarantee and the Compliance Plan to the extent that it applies to work performed under the Subcontract, (ii) to provide necessary information that allows the Contractor to comply with its reporting obligations under Clause 57.3 of this Contract, and (iii) to permit the Principal to exercise its inspection and verification rights under Clause 57.4 of this Contract.

57.3 Reports (a) The Contractor must submit written reports (Performance Reports) to the Principal outlining its performance against the Compliance Plan. (b) The Performance Reports must include details specifying the Contractor's performance in complying with the Compliance Plan. Any deviations from the Compliance Plan must be included in the Performance Reports. (c) Performance Reports must be submitted by the Contractor to the Principal as specified in Schedule Table 6, Attachment 1, Annexure Part L or otherwise at a frequency of not less one Performance Report at each 12 month anniversary of the

ME_132083334_21 commencement date of the Contract until completion of the Contract. (d) In addition to the Performance Reports the Contractor must also submit: (i) an interim Performance Report mid-way through the delivery phases for the Contract as set out in Schedule Table 6, Attachment 1, Annexure Part L; (ii) a final report (Final Report) within 2 months of the date of practical completion or the date the Contract is completed whichever is earlier; and (iii) a statutory declaration made by the Contractor declaring that the contents of the Final Report are true and correct, which must be submitted together with the Final Report. (e) Where maintenance or ongoing service components form part of the work under the Contract, the Final Report must be submitted at the time at which the primary substance of the work under the Contract has been practically completed (excluding any ongoing maintenance or service work).

57.4 Verification of Contractor's compliance with Major Projects Skills Guarantee: Compliance Plan (a) The Contractor agrees that the Principal will have the right to inspect the Contractor's records in order to verify compliance with the and the Compliance Plan. (b) The Contractor must: (i) permit the Principal or its duly authorised representative, from time to time during ordinary business hours and upon notice, to inspect, verify and make copies at the Principal's expense of all records maintained by the Contractor for the purposes of this Contract at the Contractor's premises, or provide copies of those records to the Principal at its request; (ii) permit the Principal, or its duly authorised representative from time to time to undertake a review of the Contractor's performance in accordance with the Compliance Plan; and (iii) ensure that its employees, agents and subcontractors give all reasonable assistance to any person authorised by the Principal to undertake such audit or inspection. (c) The Contractor acknowledges and agrees that the Principal, and the Principal's duly authorised representative are authorised to obtain information from any relevant persons, firms or corporations, including third parties, regarding the Contractor's compliance with the Compliance Plan.

VPS Annexure Part B – AS4300-1995 Revised September 2017 Page 49 of 96 (d) The obligations set out in this Clause 57.4 are in addition to and do not derogate from any other obligation under this Contract.

57.5 Use of Information The Contractor acknowledges and agrees that the statistical information contained in the Compliance Plan and the measures of the Contractor's compliance with the Compliance Plan as reported will be (a) reported by the Principal to the Department of Economic Development, Jobs, Transport and Resources; (b) considered in the assessment or review of the Contractor's eligibility to tender for future Victorian Government Contracts.

ME_132083334_21 The Annexures to these General Conditions of Contract are amended or inserted as set out in the following pages.

VPS Annexure Part B – AS4300-1995 Revised September 2017 Page 51 of 96 Victorian Government Special Conditions of Contract for use in association with Australian Standard AS 4300 - 1995.

ANNEXURE to the Australian Standard General Conditions of Contract for Design and Construct PART A

This Annexure shall be completed and issued as part of the tender documents and subject to any amendments to be incorporated into the Contract, is to be attached to these General Conditions of Contract and shall be read as part of the Contract.

Item 1. The law applicable is that of the State or Territory of: ...... (Clause 1) (if nothing stated, the State or Territory where the Site is located)

2. Payments under the Contract shall be made at: ...... (Clause 1)

3. The Principal: ...... (Clause 2) ......

ACN......

4. The address of the Principal: ......

......

5. The Contractor: ...... (Clause 2) ......

ACN......

6. The address of the Contractor: ......

......

ME_132083334_21 7. The Superintendent: ...... (Clause 2) ......

ACN (if applicable)......

8. The address of the Superintendent: ......

......

8A Site ...... (Clause 2 and Clause 27) (if nothing stated, the land and other places made or which are to be made available to the Contractor by the Principal for the purposes of the Contract and which are designated by the Principal as being the site)

9. # The Date for Practical ...... Completion: (Clause 2)

# The period of time for Practical ...... Completions: (Clause 2)

9A # The Date for Administrative days after the Date of Practical Completion Completion: (if nothing stated, 14 days) (Clause 2)

10. Preliminary Design: (A) A Preliminary Design (Clause 2) ‡ is included ‡ is not included

in the Principal’s Project Requirements.

(B) If a Preliminary Design is included in the Principal’s Project Requirements, the documents stating the Preliminary ## Where there are Separable Portions, these items shall be deleted. ‡ is included‡ Delete as appropriate.

VPS Annexure Part B – AS4300-1995 Revised September 2017 Page 53 of 96 Design are:

11. The Principal’s Project Documents describing the Principal’s Requirements are described in the Project Requirements are: following documents (additional to those listed in the Annexure item Preliminary Design (if included in Annexure for Preliminary Design): item 10) (Clause 2) ......

......

12. Limits of accuracy applying to quantities for which the Principal Upper limit ...... accepted a rate or rates: (Clause 3.3(b)) ......

Lower limit ......

......

13. # Contractor shall provide security in the amount of: ...... (Clause 5.2) ...... $ ......

13A # Contractor shall provide security in the form of: ...... (Clause 5.3) ...... (if nothing stated, the Contractor must provide security in the form of two approved unconditional undertakings given by an approved financial institution or insurance company, each for 50% of the amount set out in Clause 5.2)

14. # Principal shall provide security in the amount of: ...... (Clause 5.2) ...... $ ......

ME_132083334_21 15. Retention moneys shall be deducted progressively as follows: ...... per cent of the value of the work (Clauses 5.5 and 42.1) incorporated into the Works until ...... per cent of the Contract Sum is reached. 16. The period of notice required of a party’s intention to convert security into cash or to have recourse to security or retention moneys: ...... days (Clause 5.6) (if nothing stated, 5 days)

16A Time at which the Principal's entitlement to security and ...... retention moneys is reduced: (if nothing stated the later of the issue of the (Clause 5.8) Certificate of Administrative Completion or the issue of the Certificate of Practical Completion) 17. The percentage to which the Principal’s entitlement to security ...... % and retention moneys is reduced: (if nothing stated, 50 per cent) (Clause 5.8) 18. The percentage to which the Contractor’s entitlement to security ...... % is reduced: (if nothing stated, 50 per cent) (Clause 5.8)

19. Not applicable

19A Contract Documents and order of (a) Formal Instrument of Agreement (if precedence to be applied in any); interpreting the contract: (b) In the absence of a Formal Instrument (Clause 8.1) of Agreement being executed, the notice in writing of acceptance of tender; (c) Annexure Part B to AS 4300-1995 General Conditions of Contract; (d) AS 4300-1995 General Conditions of Contract and Annexure Part A; (e) the specifications included in Annexure Part F; (f) the drawings included in Annexure Part F; (g) the balance of the Annexures not referred to in paragraphs (a) to (f); and

VPS Annexure Part B – AS4300-1995 Revised September 2017 Page 55 of 96 (h) any further documents in addition to the above, if any, described in the Formal Instrument of Agreement referred to in Clause 6.2 of the Contract.

19B Can notices be sent electronically? Yes No (Clause 7) (if nothing stated, notices may not be sent electronically)

If notices can be sent electronically, means of Email Electronic sending: contract management The relevant email address system is:

...... The relevant electronic contract management system is: ......

19C Addressee for notices under Clause 46 or Clause 47: ...... (Clause 7(d))

20. The number of copies of documents to be supplied by the ...... Principal: (if nothing stated, 5 copies) (Clause 8.3) 21. Documents, number of copies, and DOCUMENTS NUMBER TIME/ the times or design stages at OF DESIGN which they are to be supplied by COPIES STAGE the Contractor: (Clause 8.4) ......

......

22. The time within which the Superintendent must give a direction as to the suitability of ...... days documents: (Clause 8.4) 23. Work which cannot be WORK BY CONSULTANTS WORK BY subcontracted without approval: OTHERS (Clause 9.2)

ME_132083334_21 ......

......

23A Subcontracting threshold amount: (Clause 9.2) ...... (if nothing stated, the lesser of $50,000 and 10% of the Contract Sum)

24. Subcontractors or Selected Subcontractors whose contracts the Principal may direct be ...... novated: (Clause 10) ......

......

24A Provisional Sums (Clause 2 and Clause 11) ...... (together with any sums within the definition of this expression and which are elsewhere in the Contract Documents and each of the provisional sums is included in the Contract Sum)

25. The percentage for profit and attendance: ...... % (Clause 11(b)) 26. Intellectual Property Rights granted to the Principal—the ...... Alternative applying: (if nothing stated, Alternative 1 applies) (Clause 13.2)

27. Legislative Requirements not required to be satisfied by ...... Contractor: (Clause 14.1)

27A Principal’s Policies and Procedures ...... (Clause 2 and Clause 14.1) (if nothing stated, there are no items identified)

28. Insurance of the work under the Contract—the Alternative applying: ......

VPS Annexure Part B – AS4300-1995 Revised September 2017 Page 57 of 96 (Clause 18) (if nothing stated, Alternative 1 – Option A applies) If Alternative 1 applies:

(a) The amount for demolition and ...... $ ...... removal of debris: (Clause 18(ii))

(b) The amount for consultants’ ...... $ ...... fees: (Clause 18(iii))

(c) The value of materials or things to be supplied by the Principal: ...... $ ...... (Clause 18(iv))

(d) The additional amount or ...... $ ...... percentage: (Clause 18(v)) OR

...... %

29. Public liability policy of insurance— the Alternative applying: ...... (Clause 19) (if nothing stated, Alternative 1 – Option A applies)

30. If Alternative 1 applies the amount of public liability insurance shall be ...... $ ...... not less than: (Clause 19)

31. Amount of Contractor’s professional indemnity insurance ...... $ ...... shall be not less than: (if no amount stated, $1,000,000) (Clause 21)

32. Period for which Contractor’s professional indemnity insurance shall be maintained after issue of ...... the Final Payment Schedule: (Clause 21)

33. Categories of Consultants and CATEGORY AMOUNT $

ME_132083334_21 amounts of Consultants’ ...... professional indemnity insurance: (Clause 21) ......

......

34. Period for which each Consultant’s professional indemnity insurance shall be maintained after issue of the Final Payment Schedule: ...... (Clause 21)

35. The time by which access to the Site shall be given: ...... (Clause 27.1) ......

36. The time for giving possession of the Site to enable commencement ...... of further work: (Clause 27.1) ......

37. The time by, or periods within INFORMATION, MATERIALS, TIME/ which the Superintendent is to DOCUMENTS OR PERIOD furnish information, materials, INSTRUCTIONS documents or instructions to the ...... Contractor: (Clause 33.1) ......

......

37A Requirements for Administrative Completion ...... (Clause 2 and clause 35.2A) ...... (if nothing stated, the following are requirements of Administrative Completion: 1. all shop drawings and as built drawings as required by the Contract or requested by the Superintendent; 2. all original warranties;

VPS Annexure Part B – AS4300-1995 Revised September 2017 Page 59 of 96 3. evidence of compliance with all relevant aspects of the quality assurance system including, but not limited to, having undertaken all final inspections and testing of the Works required by that system.)

37B Program requirements ...... (Clause 33.2) ...... (if nothing stated, there are no additional program requirements)

38. Events causing delay:

—industrial conditions †Applicable / † Not Applicable (Clause 35.5(a)(i))

—inclement weather † Applicable / † Not Applicable (Clause 35.5(a)(ii))

39. # Rate of liquidated damages (Practical Completion): …………………………………….$.... per day (Clause 35.6)

39A # Rate of liquidated damages . (Administrative Completion): …………………………………….$.... per day (Clause 35.6A) 40. # Limit of liquidated damages (Practical Completion and Administrative Completion): …………………………………….$...... (Clause 35.7)

41. # Bonus for early Practical …………………………………….$.... per day Completion: (Clause 35.8)

42. # Limit of bonus: …………………………………….$...... (Clause 35.8)

43. # Other events for which extra OTHER EVENTS costs for delay or disruption are payable: ...... (Clause 36)

†† Delete as appropriate. ## Where there are Separable Portions, these items shall be deleted. ## Where there are Separable Portions, these items shall be deleted. ## Where there are Separable Portions, these items shall be deleted.

ME_132083334_21 ......

......

44. # The Defects Liability Period: (Clause 37) ......

45. The charge for overheads, administrative costs, site supervision, establishment costs, ...... attendance and profit for Daywork: (Clause 41(f))

46. (a) Times under the Contract for payment claims: ...... day of each month (Clause 42.1)

(b) Stages of the work under the Contract for payment claims: ...... (Clause 42.1) ......

......

47. Unfixed plant and materials for ...... which payment claims may be made before they are incorporated ...... in the Works: (Clause 42.2) ......

......

48. The amount of additional security for unfixed plant and materials: ...... $ ……………………. (Clause 42.2)

49. The rate of interest on overdue ...... per cent per annum payments: (if nothing stated, the interest at the rate set (Clause 42.7) by the Attorney General under the Penalty Interest Rate Act 1983)

50. The delay in giving access to the Site which shall be a substantial ......

VPS Annexure Part B – AS4300-1995 Revised September 2017 Page 61 of 96 breach: (Clause 44.7(c))

51. The delay in giving possession of the Site or sufficient of the Site which shall be a substantial ...... breach: (Clause 44.7(d))

52. Further steps required before proceedings—the Alternative ...... applying: (if nothing stated, alternative 1 applies) (Clause 47.2)

53. The person to nominate an ...... arbitrator: (Clause 47.3)

54. Does VIPP apply under this Yes No Contract? (Clause 52) (if nothing stated, No is selected)

55. Authorised Nominating Authority 1. Adjudicate Today Pty Limited; (Clause 54.7) 2. Australian Solutions Centre Pty Ltd; 3. Resolution Institute; 4. Rialto Adjudications Pty Ltd; 5. RICS Dispute Resolution Service; or 6. such other entity authorised pursuant to the Building and Construction Industry Security of Payment Act 2002 (Vic).

55A Period for Contractor to return to ...... Business Days . work following suspension under (if nothing stated, 3 Business Days) the Security of Payment Act (Clause 54.9(f))

56. Is the Contractor appointed as Yes No Principal Contractor (if nothing stated, yes is selected and the (Clause 55) Contractor is appointed as Principal Contractor)

57. Does the Major Project Skills Yes No Guarantee apply under this Contract? (if nothing stated, no is selected) (Clause 57)

ME_132083334_21 VPS Annexure Part B – AS4300-1995 Revised September 2017 Page 63 of 96 Victorian Government Special Conditions of Contract for use in association with Australian Standard AS 4300 - 1995.

ANNEXURE to the Australian Standard General conditions of contract for design PART F and construct (AS4300-1995)

Specifications

Drawings

ME_132083334_21 Victorian Government Special Conditions of Contract for use in association with Australian Standard AS 4300 - 1995.

ANNEXURE to the Australian Standard General conditions of contract for design PART G and construct (AS4300-1995)

VIPP Schedules

1. The VIPP Plan is at Attachment 1 to this Annexure. 2. The Contractor must complete the VIPP Monitoring Table at Attachment 2 to this Annexure for the purposes of its VIPP Compliance Reporting obligations as set out in Clause 52 of the Contract. The Contractor must provide the VIPP Monitoring Table to the Superintendent upon Practical Completion or within one month of the Date of Completion Date (whichever occurs first). 3. The Contestable Items are set out in Attachment 3 to this Annexure.

VPS Annexure Part B – AS4300-1995 Revised September 2017 Page 65 of 96 Attachment 1 - VIPP Plan

[VIPP Plan to be inserted as Attachment 1]

ME_132083334_21 Attachment 2 - VIPP Monitoring Table

ANZ value-added activity

VIPP Commitments Progress Secured VIPP Outcomes

% of Total % of % of% of % of % of Local ICN Item Brand Total Local Contact Supplier Local Local Content Assistanc Comments Description /manufacturer Local Content Content Content Content (C) = (A xe (Y/N) Content (A) (B) B)

E.g. Item 1

Total Total TOTAL ANZ value-added activity Committe 100 % Secured: d:

Employment

New Jobs Existing Jobs Total JobsDifference / Comments Committed

Committed Secured Committed Secured

VPS Annexure Part B – AS4300-1995 Revised September 2017 Page 67 of 96 ecured

Apprentices/ trainees

New Apprentices/ Total Difference Existing Apprentices/ trainees trainees Apprentices/ trainees Committed Secured Committed Secured Committed

VPS Annexure Part B – AS4300-1995 Revised September 2017 Page 68 of 96 ees Secured

VPS Annexure Part B – AS4300-1995 Revised September 2017 Page 69 of 96 Attachment 3 – Contestable Items

As set out in Attachment 1 (or as otherwise approved by ICN)

VPS Annexure Part B – AS4300-1995 Revised September 2017 Page 70 of 96 Attachment 4 - Statutory Declaration

State of Victoria

Statutory Declaration

I, [full name] of [address]

, do solemnly and sincerely declare that:- [occupation]

______achieved the Victorian Industry [contracted company]

Participation Policy objectives and outcomes relating to local content; employment; skills and technology transfer; and apprentices/ trainees reflected in the VIPP

Monitoring Table for ______as submitted to [name and tender number of procurement activity]

______on ______/____/______[agency] [date]

I acknowledge that this declaration is true and correct, and I make it with the understanding and belief that a person who makes a false declaration is liable to the penalties of perjury.

Declared at this day of 20 ……………………………………...

Signature of person making this declaration

[to be signed in front of an authorised witness]

Before me,

……………………………………………… Signature of Authorised Witness

VPS Annexure Part B – AS4300-1995 Revised September 2017 Page 71 of 96 The authorised witness must print or stamp his or her name, address and title under section 107A of the Evidence (Miscellaneous Provisions) Act 1958 (as of 1 January 2010), (previously Evidence Act 1958), (eg. Justice of the Peace, Pharmacist, Police Officer, Court Registrar, Bank Manager, Medical Practitioner, Dentist)

Victorian Government Special Conditions of Contract for use in association with Australian Standard AS 4300 - 1995.

ANNEXURE to the Australian Standard General conditions of contract for design PART H and construct (AS4300-1995)

Form of Formal Instrument of Agreement

Formal Instrument of Agreement Date Parties

Name [insert] ABN [insert] ACN [insert] Short form name Principal Notice details [insert]

Name [insert] ABN [insert] ACN [insert] Short form name Contractor Notice details [insert]

Project [insert]

The Principal desires to procure the execution of work under the Contract and the delivery of the Works to the Principal. The Contractor has agreed to perform work under the Contract and the Works in accordance with this Contract. IT IS AGREED as follows:

VPS Annexure Part B – AS4300-1995 Revised September 2017 Page 72 of 96 Words and phrases defined in the Contract have the same meaning in this Formal Instrument of Agreement as they have in the Contract.

1. Performance of the Works (a) The Contractor must perform work under the Contract and the Works in accordance with the Contract. (b) The Contractor must, as between the Contractor and the Principal, bear all risks and costs (whether ascertainable at the date of this Contract or not) arising out of or in connection with the performance of work under the Contract and the Works, except to the extent expressly made the responsibility of the Principal under the Contract.

2. Contract Sum The Principal must pay to the Contractor the Contract Sum, and any other sums which become payable under the Contract, in accordance with the Contract.

3. Authority Each person signing this Contract represents that he or she has authority at the date of signing to do so.

Executed as an Agreement

[Insert Principal's execution block, for example:]

Executed for and on behalf of [insert Principal's details]

  Signature of authorised Signature witness representative

Name of authorised representative Name of witness (print) (print)

Executed by [#Contractor] in accordance with Section 127 of the Corporations Act 2001 in the presence of

  Signature of director Signature of director/company secretary (Please delete as applicable)

VPS Annexure Part B – AS4300-1995 Revised September 2017 Page 73 of 96 Name of director (print) Name of director/company secretary (print)

ANNEXURE to the Australian Standard General conditions of contract for design PART I and construct (AS4300-1995)

Form of Certificate of Practical Completion

Certificate of Practical Completion From:

Name [insert] ABN [insert] ACN [insert] Short form name Superintendent Notice details [insert] To:

Contract [insert name and date of Contract]

Words and phrases defined in the Contract have the same meaning in this Certificate of Practical Completion as they have in the Contract.

1. Certificate Under Clause 42.3 of the Contract entered into between the Principal and the Contractor, the Superintendent certifies that Practical Completion was reached on the date specified below: Date: [insert] 2. No relief

VPS Annexure Part B – AS4300-1995 Revised September 2017 Page 75 of 96 This certificate does not relieve the Contractor of its obligation to execute the Works in accordance with the Contract.

Superintendent Date of issue

Attachments: [insert, if applicable]

ANNEXURE to the Australian Standard General conditions of contract for design PART J and construct (AS4300-1995)

Form of Conditional Certificate of Practical Completion

Conditional Certificate of Practical Completion From:

Name [insert] ABN [insert] ACN [insert] Short form name Superintendent Notice details [insert] To:

Words and phrases defined in the Contract have the same meaning in this Conditional Certificate of Practical Completion as they have in the Contract.

1. Certificate Under Clause 42.3A of the Contract entered into between the Principal and the Contractor, the Superintendent issues a Conditional Certificate of Practical Completion. 2. Defects The Superintendent confirms that the following items remain to be completed by the Contractor in accordance with Clause 42.3A of the Contract:

VPS Annexure Part B – AS4300-1995 Revised September 2017 Page 77 of 96 Outstanding items Date for completion [Insert, including: [insert] (a) items which are defects; (b) any work which is incomplete; and (c) defects which are characterised by the Superintendent as priority defects.] [insert] [insert]

3. Security [Note: optional clause, delete if not relevant] The Superintendent certifies that the Principal is entitled to hold the following amount of security, which would otherwise be released upon or after Practical Completion, with such security being held until the expiration of 14 days after the date on which the last of the items listed on the defects list is completed: [insert the relevant amount of security the Principal is entitled to hold] 4. Liquidated Damages [Note: optional clause, delete if not relevant] The Superintendent certifies that the Principal's entitlement to liquidated damages under Clause 35.6 is reduced as follows: [insert relevant reduction] 5. No relief This certificate does not relieve the Contractor of its obligation to execute the Works in accordance with the Contract.

Superintendent Date of issue

ANNEXURE to the Australian Standard General conditions of contract for design PART K and construct (AS4300-1995)

Form of Payment Claim

Form of Payment Claim From:

Name [insert] ABN [insert] ACN [insert] Short form name Contractor Notice details [insert] To:

Name [insert] ABN [insert] ACN [insert] Short form name Superintendent Notice details [insert]

Words and phrases defined in the Contract have the same meaning in this Certificate of Practical Completion as they have in the Contract.

1. Payment claim – work under the Contract Under Clause 42.1 of the Contract entered into between the Principal and the Contractor, the Contractor claims payment in relation to work under the Contract as set out below: [Insert: (i) the amount claimed by the Contractor and the basis for calculation of that amount; (ii) the amount of any GST paid or payable by the Contractor with respect to the amount claimed; (iii) the Contractor’s address for payment; (iv) the Principal’s Reference number;

VPS Annexure Part B – AS4300-1995 Revised September 2017 Page 79 of 96 (v) the details of any claim arising under Clause 12 or otherwise in respect of a Latent Condition; (vi) the details of any claim arising under Clause 14.1 or otherwise in respect of the consequences of a change in a Legislative Requirement as described in Clause 14; (vii) the details of any claim arising under Clause 36 or otherwise in respect of extra costs incurred by reason of delay; and (viii) the details of any claim capable of being valued under Clause 40.5(ii) or otherwise in respect of delay or disruption or loss of productivity.]

2. Payment claim – other claims Under Clause 42.1 of the Contract entered into between the Principal and the Contractor, the Contractor claims payment as set out below for items other than in relation to the work under the Contract: [Insert (i) separate details of each claim; (ii) each such claim with a unique numerical identifier with the identifiers being consecutive and commencing with the number 1; (iii) the factual circumstances giving rise to the claim; and (iv) the clause or clauses of the contract relied on, or, in the absence of reliance on the contract, the other legal basis relied on in support of the claim.]

3. Payment claim warranties

In making this payment claim under Clause 42.1 of the Contract, the Contractor warrants that: (a) it has provided the Principal with security for the amount (if any) required under Clause 5; (b) it has executed the formal instrument of agreement in accordance with Clause 6: (c) when directed by the Principal in accordance with Clause 10, it has executed a deed of novation; (d) it has entered into agreements in accordance with Clause 9.2, and each agreement entered into in accordance with Clause 9.2 has not been varied in a manner that is inconsistent with Clause 9.2; (e) has effected and maintained the insurance required by the Contract and (if requested) provided evidence of this to the Superintendent; (f) has complied with its obligations in relation to health and safety in accordance with Clause 55 ; and (g) has complied with any other obligation stated in the Contract

VPS Annexure Part B – AS4300-1995 Revised September 2017 Page 80 of 96 Documents to be a condition precedent to submitting a payment claim.

Contractor Date

ANNEXURE to the Australian Standard General conditions of contract for design PART L and construct (AS4300-1995)

[Print a copy of the Contractor's Major Projects Skills Guarantee Compliance Plan and attach it behind Attachment 1 to this Schedule] 1. Major Projects Skills Guarantee Compliance Plan

The Major Projects Skills Guarantee Compliance Plan is attached at Attachment 1 to this Schedule.

2. Reporting

Report Due Date

Compliance Plan

Performance Reports (Clause 57.3)

Interim Performance Report (Clause 57.3(d) (i)

Final Report (Clause 57.3(d)(ii)

Statutory Declaration (Clause 57.3(d)(iii)

3. Statutory Declaration

The form of Statutory Declaration required for the purposes of Clause 57.3(d)(i) is attached at Attachment 2 to this Schedule. This statutory declaration must be made by the Contractor's company director, Chief Executive or Chief Financial officer.

VPS Annexure Part B – AS4300-1995 Revised September 2017 Page 82 of 96 Attachment 1 Major Projects Skills Guarantee Compliance Plan

Contract

Number: Title: Deemed Hours:

Principal Contractor

Trading Name: Address: Phone: Email:

Contact Person

………………………………………………… …………………. Signature of Authorised Person Date

VPS Annexure Part B – AS4300-1995 Revised September 2017 Page 83 of 96 Table 1. Estimated utilisation Please indicate how many of the following groups are expected to be utilised for all of the works specified in the contact and over the life of the contact Existing (at commencement) New (at commencement) No. Apprentices No. Trainees No. Engineering cadets

Table 2. Estimated Occupational profile Please specify what types of apprentices, trainees or engineering cadets are expected to be used. Occupational type Estimated Number Estimated number Existing New Apprentices a. e.g. plumbers 6 1 5 b. c. d. e. f. g. h. i. h. Trainees a. b. c. d. e. f. g. Engineering cadets a. b. c. d.

VPS Annexure Part B – AS4300-1995 Revised September 2017 Page 84 of 96 Acknowledgement

We are aware and acknowledge that under the Major Projects Skills Guarantee, the Victorian Government actively encourages the use of Victorian apprentices, Victorian trainees and/or engineering cadets who are drawn from groups who are under- represented in vocational training such as women, and/or from those who have faced barriers to employment generally such as such as indigenous, those with a disability, older people, or recently retrenched employees.

Acknowledged 

VPS Annexure Part B – AS4300-1995 Revised September 2017 Page 85 of 96 Table 3 Compliance strategy/plan

Please outline the strategy and/or plan that will be adopted in order to achieve the minimum labour hours requirement

Minimum labour hours agreed which must be performed by Apprentices, Trainees or Engineering Cadets:______hours.

VPS Annexure Part B – AS4300-1995 Revised September 2017 Page 86 of 96 Table 5. Estimated Compliance Schedule Please indicate when compliance is expected to be achieved. Contract Est. overall Est. hours contributed by % compliance with stage/milestones labour hours apprentices, trainees, cadets overall target

VPS Annexure Part B – AS4300-1995 Revised September 2017 Page 87 of 96 Table 6 Proposed Compliance Reporting Schedule

Please outline the proposed compliance reporting schedule

VPS Annexure Part B – AS4300-1995 Revised September 2017 Page 88 of 96 Major Projects Skills Guarantee: Interim and Final Completion Report

A statutory declaration must be submitted with interim and final reports

Interim Compliance Report 

Final Compliance Report 

Contract

Number: Title: Deemed Hours:

Principal Contractor

Trading Name: Address: Phone: Email:

Contact Person:

VPS Annexure Part B – AS4300-1995 Revised September 2017 Page 89 of 96 Performance Summary

Table 1. Overall outcomes Agreed Deemed hours Total Hours As % of Total Hours As % of (as per plan) Achieved - target Achieved - Final target Interim Minimum 10% target =

Table 2. Disaggregated outcomes Total hours Hours from new Hours from existing Apprentices Trainees Engineering cadets TOTAL

Table 3. Representation No. No. No. Mature No. CALD No. With Female Indigenous aged Culturally & Disability (45+) linguistically diverse

Apprentices Trainees Engineering cadets

I declare the above information is true and correct

………………………………………… ………………… Signature of authorised person Date

VPS Annexure Part B – AS4300-1995 Revised September 2017 Page 90 of 96 Table 4. Apprentice Details

Apprentice Name Training contract Occupational type Existing/New Hours no.* e.g. Sally Smith 201206789 Plumber New 40

* If ID numbers are not available for reasons such as apprentices/trainees being registered in another state, then a Statutory Declaration must be submitted providing name, gender, date of birth and confirmation that they were employed in Victorian during the reporting period by the principal contractor or subcontractor.

………………………………………… …………………... Signature of authorised person Date

VPS Annexure Part B – AS4300-1995 Revised September 2017 Page 91 of 96 VPS Annexure Part B – AS4300-1995 Revised September 2017 Page 92 of 96 Table 5. Trainee Details

Trainees Name Trainees contract Occupational type Existing/New Hours no.* Sam Jones 234564234 Office Manager Existing 120

* If ID numbers are not available for reasons such as apprentices/trainees being registered in another state, then a Statutory Declaration must be submitted providing name, gender, date of birth and confirmation that they were employed in Victorian during the reporting period by the principal contractor or subcontractor.

VPS Annexure Part B – AS4300-1995 Revised September 2017 Page 93 of 96 …………………………………… ……………………….. Signature of authorised person Date

VPS Annexure Part B – AS4300-1995 Revised September 2017 Page 94 of 96 Table 6. Cadet Details

Cadet name Educational Occupational Type Existing/New Hours Institute Karen Marsh Victorian Uni Draftsperson Existing 20

…………………………………… ……………………….. Signature of authorised person Date

VPS Annexure Part B – AS4300-1995 Revised September 2017 Page 95 of 96 Attachment 2 Statutory Declaration

I, ______, [full name] of ______, [residential address]

______, do solemnly and sincerely declare that: [occupation]

I acknowledge that this declaration is true and correct, and I make it with the understanding and belief that a person who makes a false declaration is liable to the penalties of perjury.

Declared at ______in the State of Victoria, this ______day of ______20______

………………………………………………….. Signature of deponent making this declaration

Before me:

……………………………………….. Signature of authorised witness

The authorised witness must print or stamp his or her name, address, and title under section 107A of the Evidence (Miscellaneous Provisions) Act 1958 (as of 1 January 2010), (previously Evidence Act 1958), (e.g. Justice of the Peace, Pharmacist, Police Officer, Court Registrar, Bank Manager, Medical Practitioner, Dentist)

ME_132083334_21